Garden Grove City Council
June 28, 2022

City of Garden Grove Franchise Agreement
June 28, 2022 Page 46 City of Garden Grove

6.3 Performance Review 1825
City may hold a public hearing, or other meeting, on or about the two-year anniversary of the start of 1826 this Agreement, and each twelve (12) months thereafter, at which time Contractor shall be present and 1827 shall participate, to review the Discarded Materials Collection, source reduction, Processing and other 1828 Diversion services and overall performance. The purpose of the hearing is to provide for a discussion and 1829 review of technological, economic, and regulatory changes in Collection, source reduction, Recycling, 1830 Processing and Disposal to achieve a continuing, advanced Discarded Materials Collection, source 1831 reduction and Recycling and Disposal system; and to ensure services are being provided with adequate 1832 quality, effectiveness, and economy. 1833
Forty-five (45) days after receiving notice from City of a Performance Review Hearing, Contractor shall, 1834 at a minimum, submit a report to City indicating the following: 1835  Changes recommended and/or new services to improve City's ability to meet the goals of AB 1836 939, AB 341, AB 1826, SB 1383, and any current or future regulations, and to contain costs and 1837 minimize impacts on Rates. A specific plan for regulatory compliance shall be included. 1838  Any specific plans and proposed costs for provision of changed or new services by Contractor. 1839  Results of the most recent route audit as described in Section 4.11. 1840 The reports required by this Agreement regarding Customer Complaints shall be used as one (1) basis 1841 for review. Contractor may submit other relevant performance information and reports for 1842 consideration. City may request Contractor to submit specific information for the hearing. In addition, 1843 any Customer may submit comments or Complaints during or before the hearing, either orally or in 1844 writing, and these shall be considered. 1845
Topics for discussion and review at the Performance Review Hearing shall include, but shall not be 1846 limited to, services provided, route audit results, feasibility of providing new services, application of new 1847 technologies, Customer Complaints, amendments to this Agreement, developments in the law, new 1848 initiatives for meeting or exceeding AB 939's goals, regulatory constraints, and Contractor performance. 1849 City and Contractor may each select additional topics for discussion at any Performance Review Hearing. 1850 Not later than sixty (60) days after the conclusion of each Performance Review Hearing, City may issue a 1851 report. As a result of the review, City may require Contractor to provide expanded or new services 1852 within a reasonable time and for reasonable Rates and compensation and City may direct or take 1853 corrective actions for any performance inadequacies. 1854

6.4 Biennial Audit 1855
A. General. Contractor shall fund biennial audits as described below. The scope of the audit, and 1856 auditing party, will be determined by City and the scope may include, but is not limited to: 1857  Compliance with terms of this Agreement; 1858
 Customer Service Levels and Billing; 1859
 Fee payments; 1860
 Receipts; 1861

City of Garden Grove Franchise Agreement
June 28, 2022 Page 47 City of Garden Grove
 Tonnage; 1862
 Complaint log; 1863
 Compliance with Mandatory Commercial Recycling, Mandatory Commercial Organics 1864 Recycling, and SB 1383; and, 1865
 Verification of Diversion rate. 1866
The first audit, to be performed during 2024, will be based on the Contractor’s reports and 1867 records for the period from commencement of the Agreement through December 31, 2023. 1868 Audits will be performed every other year thereafter (the biennial audit). Contractor will 1869 reimburse to the City the cost of such audits up to fifty thousand dollars ($50,000) for the first 1870 audit, and fifty thousand dollars ($50,000) for each subsequent biennial audit in 2024 dollars. The 1871 fifty thousand dollars ($50,000) amount in subsequent years shall be adjusted annually by 2.5% 1872 per year. 1873
Should an audit by the City disclose that Franchise or other fees payable by the Contractor were 1874 underpaid by three percent (3%) or more, or that more than two percent (2%) of the Customers 1875 were inaccurately billed, for the period under review, Contractor shall reimburse the City for the 1876 actual cost of the audit to the extent it exceeded fifty thousand dollars ($50,000) and shall also 1877 pay for additional audit costs if City determines it is necessary to expand the scope of the audit. 1878 B. Payments and Refunds . Should an audit by the City disclose that the Franchise Fees payable by 1879 the Contractor were underpaid or that Customers were overcharged for the period under review, 1880 Contractor shall pay to City any underpayment of Franchise Fees and/or refund to Contractor's 1881 Customers any overcharges within thirty (30) days following the date of the audit. Should an audit 1882 disclose that Franchise Fees were overpaid, City shall refund to Contractor the amount of the 1883 overpayment within the same time frame. Should the audit disclose that Customers were 1884 undercharged, Customers may be billed for up to, but not exceeding, ninety (90) days of services 1885 not previously billed by Contractor or City. 1886

6.5 Disaster Plan 1887
Upon request of City, Contractor shall assist City in the preparation of an updated draft disaster debris 1888 cleanup implementation plan that sets forth procedures for Collection of debris following a major 1889 disaster such as an earthquake, flood, fire, or other similar event. The disaster plan shall address 1890 priorities for cleanup at critical facilities, procedures for reimbursement for costs, describe 1891 communication plans, list key contact Persons, and provide maps showing proposed sites for stockpiling 1892 of disaster debris that cannot be Transported to the landfill. Contractor shall coordinate the 1893 implementation of the plan with City's emergency service teams. 1894

6.6 Recyclist Software 1895
Contractor shall utilize the “Recyclist” cloud-based software or, with City approval, another substantially 1896 equivalent cloud-based software, at no additional cost to the City or ratepayers, to integrate outreach 1897 efforts to businesses within the City, store reports required by Article 6 and Exhibit F of this Agreement, 1898 and additional data required to be made available to CalRecycle. City shall have on-line access to the 1899 database for real-time monitoring of data. 1900

City of Garden Grove Franchise Agreement
June 28, 2022 Page 48 City of Garden Grove
ARTICLE 7. 1901
CONTRACTOR’S CONSIDERATION 1902
In addition to any other consideration set forth herein, as part of its consideration for entering this 1903 Agreement, and for the exclusive franchise, right and privilege to provide Collection services within City 1904 as specified herein Contractor shall provide the following:1905

7.1 Franchise Fee 1906
Contractor shall pay to City, a Franchise Fee based on the percentages in the below table of Contractor's 1907 annual Gross Receipts each year, or portion thereof, during the entire Term of this Agreement. 1908 Fiscal Year Franchise Fee Percentage
July 1, 2022 through June 30, 2023 Nine percent (9%)
July 1, 2023 through June 30, 2024 Nine and fifty-hundredths percent (9.5%) July 1, 2024, and annually thereafter Ten percent (10%) The Franchise Fee shall be paid to City monthly on or before the twentieth (20) day of each month. 1909 Should any such due date fall on a weekend or Holiday in which the City's business offices are closed, 1910 payment shall be due on the first day thereafter in which the City's business offices are open. The 1911 amount of each payment shall be equal to the percentages in the table above of Contractor's Gross 1912 Receipts received in the calendar month preceding the date payment is due. 1913 For those Customers, if any, whose service Rates are collected on the tax rolls or otherwise by the City 1914 on behalf of Contractor, and in the event any Customer makes a payment due for service to the City, 1915 City shall forward said sums to Contractor, which shall include such sums in the Gross Receipts for the 1916 month in which payment is made to Contractor. In order to realize more efficient costs of Processing, 1917 Contractor authorizes the Franchise Fee due in connection with amounts that are collected from 1918 Customers by City on behalf of Contractor, if any, to be deducted by City prior to City forwarding said 1919 funds. 1920
The Franchise Fee due hereunder shall apply to Gross Receipts of Contractor collected after the 1921 expiration of the Term hereof relating to Contractor's performance during the Term hereof. Franchise 1922 Fees shall be accompanied by a statement certified by an officer of Contractor attesting to the accuracy 1923 of the amounts paid and setting forth the basis for their calculation in a manner acceptable to City. 1924

7.2 Administrative Cost Reimbursement 1925
On or before July 1 each year, Contractor shall make a payment to City in the amount more fully set 1926 forth in this paragraph to reimburse City for its administrative costs incurred related to this Agreement 1927 (the "Administrative Cost Reimbursement") during the ensuing year. The amount of the annual 1928 Administrative Cost Reimbursement is based on a review of past time expended by City staff relating to 1929 this Agreement and the reasonable estimate of actual costs that will be incurred. The initial annual 1930 Administrative Cost Reimbursement shall be in the amount of one hundred eighty-three thousand eight 1931 hundred dollars and ninety-eight cents ($183,800.98). Thereafter, the amount due on or before July 1, 1932 2023 and each July 1 thereafter shall be the sum of: (1) one hundred eighty-three thousand eight 1933 hundred dollars and ninety-eight cents ($183,800.98) adjusted annually by the change in the GTCI for 1934 the twelve (12) month period ending the preceding January 31; plus (2) City’s actual consultant costs 1935

City of Garden Grove Franchise Agreement
June 28, 2022 Page 49 City of Garden Grove
related to requests from Contractor pertaining to this Agreement (i.e., requests for discretionary Rate 1936 adjustments, requests for transfers, or requests to consider new programs); plus (3) City’s legal fees and 1937 out of pocket costs incurred in the administration of this Agreement, including fees and costs associated 1938 with analyzing new legislation, considering requests from Contractor (including specifically, without 1939 limitation, requests for maximum Rate adjustments), and otherwise analyzing issues that arise in 1940 connection with this Agreement. Commencing with the payment due July 1, 2023, invoices for the 1941 Administrative Cost Reimbursement will be provided to Contractor by City and shall be due to City 1942 within thirty (30) days of the date such invoice is mailed by City, or on July 1, whichever comes later. 1943

7.3 Section Reserved 1944

7.4 Payment Schedule and Late Fees 1945
In the event Contractor fails to timely make any of the payments provided for in Article 7 or any other 1946 provision of this Agreement, Contractor shall pay to City, as additional consideration for entering into 1947 this Agreement, a sum of money equal to five percent (5%) of the amount due. This amount is required 1948 in order to defray those additional expenses and costs incurred by City by reason of the late payment 1949 including, but not limited to, the cost of administering, accounting for, and collecting said late payment 1950 and the cost to City of postponing services and projects necessitated by the delay in receiving the 1951 revenue. In addition to any other remedy provided by law, any amounts not paid to City by Contractor 1952 within sixty (60) days of the due date shall be subject to interest in the amount of ten percent (10%) per 1953 annum, calculated on a daily basis for each day such sums remain past due. 1954

7.5 Other Fees 1955
City shall reserve the right to establish other fees, or negotiate changes to the Franchise Fee, AB 939/SB 1956 1383 Regulatory Reimbursement and Administrative Fee beyond the regular annual adjustments 1957 described above as it deems necessary, to the extent that such further adjustments are also included in 1958 the adjustments to the approved Rates. 1959
ARTICLE 8. 1960
CONTRACTOR’S COMPENSATION AND RATE 1961
SETTING 1962

8.1 General 1963
Contractor will perform the responsibilities and duties described in this Agreement in consideration of 1964 the right to receive compensation for services. Contractor Compensation provided for in this Article 8 1965 shall be the full, entire, and complete compensation due to Contractor pursuant to this Agreement for 1966 all labor, equipment, materials and supplies, taxes, insurance, bonds, overhead, Disposal, Recycling, 1967 Processing, Transfer, profit, and all other things necessary to perform all the services required by this 1968 Agreement in the manner and at the times prescribed. 1969

8.2 Initial Rates 1970
A. General. The Rates for the Rate Period ending June 30, 2023, shall not exceed those set forth in 1971 Exhibit D hereto, unless amended by a written amendment to this Agreement entered into by and 1972 between the City and the Contractor. Contractor has reviewed these maximum Rates and agrees 1973

City of Garden Grove Franchise Agreement
June 28, 2022 Page 50 City of Garden Grove
they are reasonably expected to generate sufficient revenues to provide adequate Contractor 1974 Compensation. Unless and until the maximum Rates set forth on Exhibit D are adjusted, 1975 Contractor will provide the services required by this Agreement, charging no more than the 1976 maximum Rates authorized by Exhibit D, except as provided herein in this Article 8. 1977 B. Discount for Disabled or Low-Income Senior Customers . Contractor shall develop and adopt a 1978 program to provide a discounted Rate for qualified disabled or low-income senior Customers. The 1979 program shall, at a minimum, meet the standards and conditions set forth in Exhibit L attached 1980 hereto and incorporated herein by reference. If, at any time during the Term of this Agreement, 1981 the number of Customers receiving a discounted Rate pursuant to such a program exceeds one 1982 percent (1%) of the total number of Residential Customers receiving Collection services from 1983 Contractor, Contractor and City shall meet and confer in good faith to determine a fair and 1984 reasonable adjustment to the standards and conditions of the program and/or the maximum 1985 Rates for such Customers set forth in Exhibit D, in order to ensure that Contractor is fairly 1986 compensated for the additional costs incurred in continuing to provide the program. 1987

8.3 Schedule of Future Adjustments 1988
Beginning with Rate Period two (2) (July 1, 2023 to June 30, 2024) and for all subsequent Rate Periods, 1989 Contractor or City may request an annual adjustment (increase or decrease) to the maximum Rates 1990 shown in Exhibit D, excepting that Contractor shall be entitled to those automatic adjustments in Rates 1991 as provided in Section 8.4.B hereof without notice to the City. For all inflationary adjustments extending 1992 beyond those set forth in Section 8.4.B, the Contractor shall submit notice in writing, to be received by 1993 City in person or via certified mail, by March 1 of the same year based on the method of adjustment 1994 described in Section 8.4. Failure to submit a written request by March 1, shall be conclusive as to 1995 Contractor’s decision not to proceed with an increase for the subsequent year. If an adjustment results 1996 in a Rate decrease, then Contractor shall maintain the current Rates, and rollover the Rate decrease to 1997 the next Rate adjustment; the intent is to ensure subsequent Rate increases shall be offset with any 1998 decrease not previously implemented. 1999

8.4 Method of Adjustments 2000
A. General. Pursuant to Section 8.3, Contractor may implement an annual adjustment to the Total 2001 Rate according to the formula shown in Exhibit E, subject to review and concurrence with 2002 Contractor’s calculations. Additionally, Contractor may be entitled to a further adjustment to the 2003 service component for providing Mulch/Compost that may be requested by City in accordance 2004 with the requirements of Exhibit B4, Section 4.A.1. 2005

1. Indemnification. To the maximum extent allowed by law, Contractor shall indemnify, 2006 defend and hold harmless the City, their officers, employees, agents and volunteers, 2007 (collectively, Indemnitees) from and against all claims, damages, injuries, losses, costs, 2008 including demands, debts, liens, liabilities, causes of action, suits, legal or administrative 2009 proceedings, interest, fines, charges, penalties and expenses (including attorneys’ and 2010 expert witness fees, expenditures for investigations, and administration) and costs or 2011 losses of any kind whatsoever paid, imposed upon, endured or suffered by or assessed 2012 against Contractor or any of the Indemnitees resulting in any form from the City’s review 2013 and concurrence with Contractor’s Rates for service under this Agreement or in 2014 connection with the application of California Constitution Articles XIIIC and Article XIIID to 2015

City of Garden Grove Franchise Agreement
June 28, 2022 Page 51 City of Garden Grove
the imposition, payment or collection of Rates and fees for services provided by 2016 Contractor under this Agreement. Notwithstanding the foregoing, this indemnity shall not 2017 extend to any loss arising directly from the negligence of City, its officers, and its 2018 employees. Nothing herein is intended to imply that California Constitution Articles XIIIC 2019 or XIIID apply to the setting of Rates for the services provided under this Agreement; 2020 rather, this Section 8.4.A.1 is provided merely to allocate risk of loss between the Parties. 2021 B. Rate Adjustment Calculation.2022

1. Annual Garbage and Trash Collection Index Adjustments to Service Component of 2023 Maximum Rates . Commencing on July 1, 2023, the service component associated with 2024 any of the maximum Rates as set forth in Exhibit D may be adjusted by Contractor, and 2025 such Rates may be adjusted by Contractor annually thereafter on each subsequent July 1 2026 during the Term hereof (the "Adjustment Dates"), by multiplying such service component 2027 by a percentage equal to the average annual change in the Garbage and Trash Collection 2028 Index (GTCI) (CUUR0000SEHG02) in U.S. city average, all urban consumers, not seasonally 2029 adjusted, between the twelve (12) months ended December prior to the Adjustment Date 2030 and the twelve (12) months ended the prior December (the “GTCI Adjustment”). The GTCI 2031 Adjustment shall not exceed six percent (6%) for the July 1, 2023 adjustment. 2032 Notwithstanding the foregoing, the GTCI Adjustment shall not exceed five percent (5%) in 2033 any given year starting with the adjustment effective July 1, 2024, and all years thereafter. 2034 At least forty-five (45) days prior to each Adjustment Date, Contractor shall provide the 2035 City Manager with a revised Exhibit D reflecting the GTCI Adjustment, along with data 2036 supporting the basis for its calculations, so that City may review and verify the accuracy of 2037 Contractor’s calculations. No GTCI Adjustment shall become effective until the City 2038 Manager confirms the accuracy of Contractor’s calculations and the submitted revised 2039 Exhibit D. 2040

2. Annual Adjustments to Landfill Disposal Component of Maximum Rates . It is the 2041 intention of the Parties that the landfill Disposal component associated with any of the 2042 maximum Rates as set forth in Exhibit D shall be adjusted no more often than annually on 2043 each Adjustment Date such that they reflect each Customer’s pro-rata share of any 2044 increase or decrease in the actual landfill Disposal (tipping) fees incurred by Contractor for 2045 Disposal of Solid Waste Collected pursuant to this Agreement. To arrive at an appropriate 2046 adjustment formula to satisfy this intent, Contractor warrants and represents that the 2047 "Landfill Disposal Component Tonnage Basis" set forth in Exhibit D is a fair estimate of the 2048 amount of Solid Waste generated and ultimately Disposed of by each applicable Customer 2049 and/or service type. In accordance with Article 6 of this Agreement, Contractor shall 2050 maintain and make available to the City and/or its auditor or examiner records and data 2051 relating to landfill Disposal costs incurred by Contractor and calculation of the Landfill 2052 Disposal Component Tonnage Basis applicable to each Customer and/or service type set 2053 forth on Exhibit D. If, at any time during the Term of this Agreement, the City Manager 2054 determines or agrees that, based on such records and data, the Landfill Disposal 2055 Component Tonnage Basis for any Customer and/or service type should be adjusted to 2056 more accurately reflect a fair estimate of Solid Waste generated and ultimately Disposed 2057 of by such Customer and/or service type, Exhibit D shall be revised accordingly. The initial 2058 maximum Rate associated with the landfill Disposal component for various services set 2059 forth in Exhibit D has been arrived at by multiplying the Landfill Disposal Component 2060 Tonnage Basis for each applicable Customer and/or service type by thirty-eight dollars and 2061

City of Garden Grove Franchise Agreement
June 28, 2022 Page 52 City of Garden Grove
thirty-four cents ($38.34) which is the per Ton tipping fee charged by the Orange County 2062 Landfill System as of July 1, 2022 (whereas of the Effective Date Solid Waste must be 2063 delivered for Disposal per the County Agreement). If prior to any Adjustment Date a 2064 change occurs in the tipping fees charged to Contractor by the landfill to which it delivers 2065 Solid Waste Collected hereunder, the landfill Disposal component associated with any of 2066 the maximum Rates set forth in Exhibit D shall be adjusted as of the Adjustment Date by 2067 similarly multiplying the Landfill Disposal Component Tonnage Basis for each applicable 2068 Customer and/or service type by the per Ton tipping fee then in effect, subject to the City 2069 Manager’s verification and concurrence with Contractor’s calculations. In the event an 2070 increase occurs in applicable landfill tipping fees at a time other than an annual 2071 Adjustment Date, Contractor may request an adjustment to the maximum Rates 2072 applicable to the landfill Disposal component set forth on Exhibit D pursuant to Section 2073

8.5 hereof, subject to the City Manager’s verification and concurrence with Contractor’s 2074 calculations. 2075

3. Zero Percent (0%) or Decrease in Rate Adjustment Calculation . If the Rate adjustment 2076 calculation is calculated to be zero percent (0%) or less, there shall be no changes to 2077 charges and Rates during the Rate Period corresponding the Rate adjustment calculation. 2078 In the case of a calculated Rate decrease, the amount of such decrease shall be carried 2079 forward as an offset to future Rate increases. 2080

4. Source Separated Commercial Premises Recycling and Organic Materials Compensation 2081 Adjustment. Contractor shall provide Source Separated Recycling and Organic Materials 2082 services to Commercial Premises at Rates are listed in Exhibit D. The service component 2083 associated with the Source Separated Commercial Premises Recycling and Organic 2084 Materials services maximum Rates as set forth in Exhibit D may be adjusted by Contractor 2085 annually on each subsequent July 1 during the Term hereof (the "Adjustment Dates"), by 2086 multiplying such service component by a percentage equal to the change in the GTCI 2087 average for the twelve (12) month period ending on the date of January 31 immediately 2088 prior to the applicable Adjustment Date (the "GTCI Adjustment). 2089 The GTCI Adjustment shall not exceed six percent (6%) for the July 1, 2023 adjustment. 2090 Notwithstanding the foregoing, the GTCI Adjustment shall not exceed five percent (5%) 2091 starting with the adjustment effective July 1, 2024 and all years thereafter. At least forty-2092 five (45) days prior to each Adjustment Date, Contractor shall provide the City Manager 2093 with data supporting the basis for its calculations, so that City may review and verify the 2094 accuracy of Contractor's calculations. No GTCI Adjustment shall become effective until the 2095 City Manager confirms the accuracy of Contractor's calculations and the submitted revised 2096 Exhibit D. 2097
C. Pass-Through of Surcharges . Contractor may request a pass-through adjustment based on 2098 changes in a direct per Ton fee assessed at the Disposal Site by Federal, State, or local regulatory 2099 agencies after the Effective Date and City’s approval shall not be unreasonably withheld. 2100

8.5 Extraordinary Adjustments 2101
Contractor or City may request an adjustment to maximum Rates at reasonable times other than that 2102 allowed under Section 8.3 in the event of extraordinary changes in the cost of providing service under 2103 this Agreement, including requests related to Change in Law as defined in Exhibit A. Such changes shall 2104 not include changes in Recyclable Materials or Organic Waste Processing costs or, changes in the market 2105

City of Garden Grove Franchise Agreement
June 28, 2022 Page 53 City of Garden Grove
value of Recyclable Materials, inaccurate estimates by the Contractor of its proposed cost of operations, 2106 unionization of Contractor’s work force, or change in wage rates or employee benefits. Extraordinary 2107 Rate adjustments may not be applied retroactively. 2108 For each request for an adjustment to the maximum Rates that Contractor may charge Customers 2109 brought pursuant to this Section 8.5 Contractor shall prepare a schedule documenting the extraordinary 2110 costs. Such request shall be prepared in a form acceptable to City with support for assumptions made by 2111 Contractor in preparing the estimate. Contractor shall also submit a schedule showing how its total costs 2112 and total revenues have changed over the past three (3) years for the services provided under this 2113 Agreement. 2114
Contractor shall provide to City a report of its annual revenues and expenses for the services provided in 2115 the City, and City shall have right to audit this information in connection with the City’s review of 2116 Contractor’s Rate adjustment request. City may consider increases or decreases in the Contractor’s total 2117 revenues and total cost of services when reviewing an extraordinary Rate adjustment request and City’s 2118 determination will be final. A Rate adjustment request made in response to a new service requested by 2119 City will be determined in accordance with Section 3.6. 2120

8.6 Limitations On Rate Adjustments 2121
At least forty-five (45) days prior to adjusting any Rate(s) charged to Customers, Contractor shall provide 2122 written notice to the City Manager of its intent to adjust such Rate(s) and the amount of such 2123 adjustment. Contractor shall be entitled to implement the intended adjustment to such Rate(s) unless 2124 the City Manager determines that the adjusted Rates will exceed the then-current maximum Rates as 2125 set forth on Exhibit D. 2126
ARTICLE 9. 2127
INDEMNITY, INSURANCE, AND PERFORMANCE 2128
BOND 2129

9.1 Indemnification 2130
A. General. Contractor shall indemnify, defend with counsel acceptable to City, and hold harmless 2131 (to the full extent permitted by law) City and its officers, officials, employees, volunteers, and 2132 agents from and against any and all claims, liability, loss, injuries, damage, expense, and costs 2133 (including without limitation costs and fees of litigation, including attorneys’ and expert witness 2134 fees) (collectively, “Damages”) of every nature arising out of or in connection with Contractor’s 2135 performance, and the performance of any Subcontractor, or agent of Contractor, under this 2136 Agreement, or its failure to comply with any of its obligations contained in the Agreement, except 2137 to the extent such loss or damage was caused by the negligence or willful misconduct of City. This 2138 Section 9.1 shall survive the expiration or termination of this Agreement and shall not be 2139 construed as a waiver of City’s legal and/or equitable rights as defined herein and permitted under 2140 Applicable Law. 2141
B. Excluded Waste. Contractor acknowledges that it is responsible for compliance during the entire 2142 Term of this Agreement with all Applicable Laws. Contractor shall not store, Transport, use, or 2143 Dispose of any Excluded Waste except in strict compliance with all Applicable Laws. 2144

City of Garden Grove Franchise Agreement
June 28, 2022 Page 54 City of Garden Grove
If Contractor negligently or willfully mishandles Excluded Waste in the course of carrying out its 2145 activities under this Agreement, Contractor shall at its sole expense promptly take all investigatory 2146 and/or remedial action reasonably required for the remediation of such environmental 2147 contamination. Prior to undertaking any investigatory or remedial action, however, Contractor 2148 shall first obtain City’s approval of any proposed investigatory or remedial action. Should 2149 Contractor fail at any time to promptly take such action, City may undertake such action at 2150 Contractor’s sole cost and expense, and Contractor shall reimburse City for all such expenses 2151 within thirty (30) calendar days of being billed for those expenses, and any amount not paid within 2152 that thirty (30) calendar day period shall thereafter be deemed delinquent and subject to the 2153 delinquent fee payment provision of Section 7.4. These obligations are in addition to any defense 2154 and indemnity obligations that Contractor may have under this Agreement. 2155 Notwithstanding the foregoing, Contractor’s duties under this Subsection shall not extend to any 2156 claims arising from the Disposal of Solid Waste at the Designated Disposal Facility, including, but 2157 not limited to, claims arising under Comprehensive Environmental Response, Compensation and 2158 Liability Act (CERCLA) unless such claim is a direct result of Contractor’s negligence or willful 2159 misconduct. 2160
C. Environmental Indemnity . Contractor shall defend with counsel acceptable to City, indemnify, 2161 and hold City harmless against and from any and all claims, suits, losses, penalties, damages, and 2162 liability for damages of every name, kind and description, including attorneys’ fees and costs 2163 incurred, attributable to the negligence or willful misconduct of Contractor in handling Excluded 2164 Waste. 2165
D. Electronic and Web based Information Indemnity. Contractor shall defend with counsel 2166 acceptable to City, indemnify, and hold City harmless against and from any and all related claims, 2167 including but not limited to, suits, losses, penalties, damages, responsibility for costs, regulatory 2168 fines, penalties, credit monitoring expenses, and liability for damages of every name, kind and 2169 description, including attorneys’ fees and costs incurred, attributable to the negligence or willful 2170 misconduct of Contractor and any Subcontractors used in performance of this Agreement in 2171 handling or protecting Customer information over which Contractor has control, including but not 2172 limited to billing details, electronic payment(s), and Customer account information that is not 2173 readily available to the general public. Contractor shall maintain electronic files and Contractor’s 2174 website in accordance with the industry best practices for maintaining such information as safely 2175 and securely as possible. Nothing in this Section 9.1.D shall prevent or restrict Contractor’s 2176 obligation and responsibility to provide City with information required under this Agreement. 2177 E. Related to AB 939, AB 341, and SB 1383. Contractor’s duty to defend and indemnify herein 2178 includes all fines and/or penalties imposed by CalRecycle, if the requirements of AB 939, AB 341, 2179 AB 1826, and/or SB 1383 are not met by the Contractor with respect to the Contractor’s 2180 obligations under this Agreement, and such failure is: (i) due to the failure of Contractor to meet 2181 its obligations under this Agreement; or, (ii) due to Contractor delays in providing information that 2182 prevents Contractor or City from submitting reports to regulators in a timely manner. This 2183 indemnity is subject to the provisions of Public Resources Code § 40059.1. 2184 F. Related to Proposition 218. Should there be a Change in Law or a new judicial interpretation of 2185 Applicable Law, including, but not limited to, Article XIII C and D of the California Constitution 2186 (Commonly Proposition 218), which impacts the Rates for the Collection services established in 2187

City of Garden Grove Franchise Agreement
June 28, 2022 Page 55 City of Garden Grove
accordance with this Agreement, Contractor agrees to meet and confer with City to discuss the 2188 impact of such Change in Law on either Party’s ability to perform under this Agreement. 2189 If, at any time, a Rate adjustment determined to be appropriate by both City and Contractor to 2190 compensate Contractor for increases in costs as described in this Agreement cannot be 2191 implemented for any reason, Contractor shall be granted the option to negotiate with City, in 2192 good faith, a reduction of services equal to the value of the Rate adjustment that cannot be 2193 implemented. If City and Contractor are unable to reach agreement about such a reduction in 2194 services, then Contractor may terminate this Agreement upon one (1) year’s prior written notice 2195 to City, in which case the Contractor and City shall each be entitled to payment of amounts due 2196 for contract performance through the date of termination but otherwise will have no further 2197 obligation to one another unless this Agreement specifically states otherwise, after the date of 2198 such termination. Should a court of competent jurisdiction determine that the Contractor cannot 2199 charge and/or increase its Rates for charges related to Franchise Fees and governmental fees and 2200 charges, Contractor shall reduce the Rates it charges Customers a corresponding amount, 2201 providing said fees, reimbursements, Rates and/or charges disallowed by the court are not related 2202 to the cost of providing service hereunder and had been incorporated in the Rates charged by 2203 Contractor to its Customers. 2204
Nothing herein is intended to imply that California Constitution, Articles XIIIC or XIIID, apply to the 2205 Rates established for services provided under this Agreement; rather this Section 9.1.F is provided 2206 merely to allocate risk of an adverse judicial interpretation between the Parties. 2207 G. CalPERS Eligibility Indemnification. Contractor’s employees, agents, or Subcontractors providing 2208 service under this Agreement shall not: (i) qualify for any compensation and benefit under 2209 CalPERS; (ii) be entitled to any benefits under CalPERS; (iii) enroll in CalPERS as an employee of 2210 City; (iv) receive any employer contributions paid by City for CalPERS benefits; or (v) be entitled to 2211 any other CalPERS-related benefit by reason of the services provided under this Agreement that 2212 would accrue to a City employee. Contractor’s employees, agents, or Subcontractors hereby waive 2213 any claims to benefits or compensation described in this Section 9.1. This Section 9.1 applies to 2214 Contractor notwithstanding any other agency, State or Federal policy, rule, regulation, law, or 2215 ordinance to the contrary. 2216
If Contractor’s employees, agents, or Subcontractors providing services under this Agreement 2217 claim, or are determined by a court of competent jurisdiction or the California Public Employees 2218 Retirement System (“CalPERS”) to be eligible for enrollment in CalPERS of the City, Contractor 2219 shall indemnify, defend, and hold harmless City for the payment of any employer and employee 2220 contributions for CalPERS benefits on behalf of the employee as well as for payment of any 2221 penalties and interest on such contributions which would otherwise be the responsibility of the 2222 City. 2223
Contractor’s Compensation under this Agreement shall be the full and complete compensation to 2224 which Contractor and Contractor’s officers, employees, agents, and Subcontractors are entitled 2225 for performance of any work under this Agreement. Neither Contractor nor Contractor’s officers, 2226 employees, agents, and Subcontractors are entitled to any salary or wages, or retirement, health, 2227 leave or other fringe benefits applicable to City employees. The City will not make any Federal or 2228 State tax withholdings on behalf of Contractor. The City shall not be required to pay any workers’ 2229 compensation insurance on behalf of Contractor. 2230

City of Garden Grove Franchise Agreement
June 28, 2022 Page 56 City of Garden Grove
Contractor agrees to defend and indemnify the City for any obligation, claim, suit, or demand for 2231 tax, retirement contribution including any contribution to CalPERS, social security, salary or wages, 2232 overtime payment, or workers’ compensation payment that the City may be required to make on 2233 behalf of: (1) Contractor; (2) any employee of Contractor; or, (3) any employee of Contractor 2234 construed to be an employee of the City, for work performed under this Agreement. 2235

9.2 Insurance 2236
A. General Requirements. Contractor shall, at its sole cost and expense, maintain in effect at all 2237 times during the Term of this Agreement not less than the following coverage and limits of 2238 insurance: 2239
B. Coverages and Requirements. During the Term of this Agreement, Contractor shall at all times 2240 maintain, at its expense, the following coverages and requirements. Failure to maintain the 2241 identified insurance requirements during the entire Term of this Agreement shall constitute an 2242 event of default subject to Section 11.1.C. The comprehensive general liability insurance shall 2243 include broad form property damage insurance. 2244

1. Minimum Coverages. Insurance coverage shall be with limits not less than the following: 2245 a. Comprehensive General Liability – $10,000,000 combined single limit per occurrence 2246 for bodily injury, personal injury, and property damage. 2247 b. Automobile Liability – $10,000,000 combined single limit per accident for bodily 2248 injury and property damage (include coverage for Hired and Non-owned vehicles). 2249 c. Workers’ Compensation – Statutory Limits/Employers’ Liability - $1,000,000/accident 2250 for bodily injury or disease. 2251
d. Employee Blanket Fidelity Bond – $500,000 per employee loss covering dishonesty, 2252 forgery, alteration, theft, disappearance, and destruction (inside or outside). 2253 e. Pollution Liability – $10,000,000 per loss and annual aggregate applicable to bodily 2254 injury; property damage, including loss of use of damaged property or of property 2255 that has not been physically damaged or destroyed; clean-up costs, including first 2256 party cleanup of the City’s property and third party cleanup, and bodily injury costs if 2257 pollutants impact other properties; and defense, including costs, fees and expenses 2258 incurred in the investigation, defense, or resolution of claims. Coverage shall include 2259 completed operations and shall apply to sudden and non-sudden pollution 2260 conditions. Coverage shall apply to acts, errors or omissions arising out of, or in 2261 connection with, Contractor’s scope of work under this Agreement. Coverage shall 2262 also apply to non-owned deposit sites (“NODS”) that shall protect against, for 2263 example, claims regarding bodily injury, property damage, and/or cleanup costs 2264 involving NODS. Coverage is preferred by the City to be occurrence based. However, 2265 if provided on a claims-made basis, Contractor warrants that any retroactive date 2266 applicable to coverage under the policy precedes the Effective Date of this 2267 Agreement, and that continuous coverage shall be maintained, or an extended 2268 discovery period will be exercised through completion or termination of this 2269 Agreement for a minimum of five (5) years. This provision does not limit or alter any 2270 rights or remedies to City allowable under this Agreement and/or Applicable Law in 2271 perpetuity. 2272

City of Garden Grove Franchise Agreement
June 28, 2022 Page 57 City of Garden Grove
f. Technology Professional Liability Errors and Omissions Insurance (Cyber Liability) 2273 appropriate to the Contractor’s profession and industry practice, with limits not less 2274 than $2,000,000 per occurrence. Coverage for cyber risks shall be sufficiently broad 2275 to respond to the duties and obligations as are undertaken by Contractor under this 2276 Agreement and shall include, but not be limited to claims involving infringement of 2277 intellectual property, including but not limited to infringement of copyright, 2278 trademark, trade dress, invasion of privacy violations, information theft, damage to 2279 or destruction of electronic information, release of private information, alteration of 2280 electronic information, extortion, and network security. The policy shall provide 2281 coverage for breach response notification and remediation costs, regulatory fines 2282 and penalties, credit monitoring expenses, electronic funds transfer losses, electronic 2283 data restoration expenses, and business interruption costs with limits sufficient to 2284 respond to these obligations, in the sole discretion of the City’s Risk Manager. 2285

2. Additional Insured. City, its officers, agents, employees, and volunteers shall be named as 2286 additional insured on all but the workers’ compensation and professional liability 2287 coverages. 2288

3. Said policies shall remain in force through the life of this Agreement and, with the 2289 exception of professional liability coverage, shall be payable on a “per occurrence” basis 2290 unless City’s Risk Manager specifically consents in writing to a “claims made” basis. For all 2291 “claims made” coverage, if the Contractor changes insurance carriers Contractor shall 2292 purchase “tail” coverage or otherwise provide for continuous coverage covering the Term 2293 of this Agreement and not less than three (3) years thereafter, except for the five (5) year 2294 tail of Pollution Liability Coverage as described above. Proof of such “tail” or other 2295 continuous coverage shall be required at any time that the Contractor changes to a new 2296 carrier prior to receipt of any payments due. 2297

4. The Contractor shall declare all aggregate limits on the coverage before commencing 2298 performance of this Agreement, and City’s Risk Manager reserves the right to require 2299 higher aggregate limits to ensure that the coverage limits required for this Agreement as 2300 set forth above are available throughout the performance of this Agreement. 2301

5. The deductibles or self-insured retentions are for the account of Contractor and shall be 2302 the sole responsibility of the Contractor. 2303

6. Each insurance policy shall provide or be endorsed to state that coverage shall not be 2304 suspended, voided, canceled by either Party, reduced in coverage or in limits except after 2305 thirty (30) calendar days prior written notice by certified mail, return receipt requested, 2306 has been given to the City Manager ten (10) Business Days for delinquent insurance 2307 premium payments). 2308

7. Insurance must be placed with insurers with a current A.M. Best’s rating of no less than A-2309 VII, or with a surplus line carrier appearing on the List of Approved Surplus Line Insurers, 2310 (“LASLI”) with a Best’s Key Rating Guide of at least A: X. 2311

8. The policies shall cover all activities of Contractor, its officers, employees, agents and 2312 volunteers arising out of or in connection with this Agreement. 2313

9. For any claims relating to this Agreement, the Contractor’s insurance coverage shall be 2314 primary, including as respects City, its officers, agents, employees, and volunteers. Any 2315

City of Garden Grove Franchise Agreement
June 28, 2022 Page 58 City of Garden Grove
insurance maintained by City shall apply in excess of, and not contribute with, insurance 2316 provided by Contractor’s liability insurance policy. 2317

10. The Contractor shall waive all rights of subrogation against City, its officers, employees, 2318 agents, and volunteers. 2319
C. Endorsements. Prior to the Effective Date pursuant to this Agreement, Contractor shall furnish 2320 City Manager with certificates or original endorsements reflecting coverage required by this 2321 Agreement. The certificates or endorsements are to be signed by a Person authorized by that 2322 insurer to bind coverage on its behalf. All certificates or endorsements are to be received by, and 2323 are subject to the approval of, City Risk Manager before work commences. 2324 D. Renewals. During the Term of this Agreement, Contractor shall furnish City Manager with 2325 certificates or original endorsements reflecting renewals, changes in insurance companies, and 2326 any other documents reflecting the maintenance of the required coverage throughout the entire 2327 Term of this Agreement. The certificates or endorsements are to be signed by a Person authorized 2328 by that insurer to bind coverage on its behalf. 2329
E. No Cap on Indemnity. The minimum amounts of coverage described in this Section 9.2 will not 2330 constitute any limitations or cap on Contractor’s indemnification obligations under this 2331 Agreement.2332
F. Workers' Compensation. Contractor shall provide workers’ compensation coverage as required by 2333 State law and shall comply with Section 3700 of the State Labor Code.2334

9.3 Faithful Performance Bond or Irrevocable Letter of Credit 2335 A. Contemporaneously with execution of this Agreement, as security for Contractor's faithful 2336 performance of all obligations of this Agreement, Contractor shall provide a surety mechanism 2337 (the "Surety") as more fully defined below in the amount of Two Million Five Hundred Thousand 2338 Dollars ($2,500,000.00). The Surety may be comprised of either a performance bond or an 2339 irrevocable letter of credit, or a combination of both. If a letter of credit is utilized to satisfy some 2340 or all of the Surety requirement it shall be drawn upon a financial institution with an office within 2341 fifty (50) miles of City, and otherwise in a form acceptable to the City Attorney. The performance 2342 bond, if any, shall be issued by a duly authorized corporate surety company authorized to do 2343 business in California, and in a form acceptable to the City Attorney and in full compliance with 2344 the provisions of California Code of Civil Procedure Sections 995.610 – 995.660 re Admitted Surety 2345 Insurers. The cost of the Surety shall be the sole obligation of Contractor. The Surety shall be 2346 released within thirty (30) days after both: (i) the expiration of the Term of this Agreement; and, 2347 (ii) Contractor's satisfactory performance of all obligations hereunder. 2348 B. In the event Contractor shall for any reason become unable to, or fail in any way to, perform as 2349 required by this Agreement, City and/or District may declare a portion or all of the Surety, as may 2350 be necessary to recompense and make whole the City and/or District, forfeited to the City and/or 2351 District. Upon partial or full forfeiture of the Surety, Contractor shall restore the Surety to its 2352 original amount within thirty (30) days of the City's and/or District’s notice to do so. Failure to 2353 restore the Surety to its full amount within thirty (30) days shall be a material breach of this 2354 Agreement. 2355

City of Garden Grove Franchise Agreement
June 28, 2022 Page 59 City of Garden Grove
C. District providing Contractor with written notice of its failure to pay City and/or District any 2356 amount owing under this Agreement, either the letter of credit or performance bond comprising 2357 the Surety may be utilized by City and/or District for purposes including, but not limited to: 2358

1. Payment of sums due under the terms of this Agreement which Contractor has failed to 2359 timely pay to City and/or District, including specifically, but not limited to, Liquidated 2360 Damages. 2361

2. Reimbursement of costs borne by City and/or District to correct violations of this 2362 Agreement not corrected by Contractor. 2363
D. City and/or District may draw upon the entire letter of credit (if any) utilized to meet Contractor's 2364 obligations pertaining to the Surety, and convert it to a cash deposit, if Contractor fails to cause 2365 the letter of credit to be extended or replaced with another satisfactory letter of credit no later 2366 than sixty (60) days prior to its expiration. 2367

9.4 Forfeiture of Performance Bond or Irrevocable Letter of Credit 2368 In the event Contractor shall for any reason become unable to, or fail in any way to, perform as required 2369 by this Agreement, City may declare a portion or all of the performance bond or irrevocable letter of 2370 credit which is necessary to recompense and make whole the City, forfeited to the City. Upon partial or 2371 full forfeiture of the performance bond or irrevocable letter of credit, Contractor shall restore the 2372 performance bond or irrevocable letter of credit to its face amount within thirty (30) days of the City’s 2373 declaration. Failure to restore the performance bond or irrevocable letter of credit to its full amount 2374 within thirty (30) days shall be a material breach of the Agreement. 2375

9.5 Performance Security Beyond Service Term 2376
Some Agreement requirements extend beyond the Term of this Agreement and will not be 2377 substantiated until after the final service date. Therefore, the Contractor shall not terminate the 2378 performance bond or letter of credit and will renew them to ensure continuous availability to the City, 2379 until receiving a written release from the City. City will provide such a release when City, in its 2380 reasonable judgment, is fully satisfied that all requirements have been met. However, permission from 2381 the City to discontinue holding these performance securities does not relieve Contractor of payments to 2382 the City that may be due or may become due. 2383
ARTICLE 10. 2384
CITY'S RIGHT TO PERFORM SERVICE 2385

10.1 General 2386
In the event that Contractor, for any reason whatsoever, fails, refuses or is unable to Collect, Recycle, 2387 Process, Transport or Dispose of any or all Discarded Materials which it is required by this Agreement, at 2388 the time and in the manner provided in this Agreement, for a period of more than two (2) Business 2389 Days, excluding Saturday, Sunday, and Holidays defined in Exhibit A, and if, as a result thereof, Discarded 2390 Materials should accumulate in City to such an extent, in such a manner, or for such a time that such 2391 accumulation endangers or menaces the public health, safety or welfare, then City shall have the right, 2392 but not the obligation, upon twenty-four (24) hours prior written notice to Contractor during the period 2393 of such emergency as determined by City: (1) to perform, or cause to be performed, such services itself 2394

City of Garden Grove Franchise Agreement
June 28, 2022 Page 60 City of Garden Grove
with its own or other personnel without liability to Contractor; and/or, (2) to take possession of any or 2395 all of Contractor's land, equipment, and other property used or useful in the Collection and 2396 Transportation of Discarded Materials, and to use such property to Collect and Transport any Discarded 2397 Materials generated within City which Contractor would otherwise be obligated to Collect, Transport, 2398 and properly Dispose of or Process pursuant to this Agreement. 2399 Notice of Contractor's failure, refusal, or neglect to Collect, Transport and properly Dispose of or Process 2400 Discarded Materials may be given orally by telephone to Contractor at its principal office and shall be 2401 effective immediately. Written confirmation of such oral notification shall be sent to Contractor within 2402 one (1) Business Day, excluding Saturday, Sunday and Holidays defined in Exhibit A of the oral 2403 notification. 2404
Contractor further agrees that in such event: 2405
A. It will take direction from City to affect the transfer of possession of equipment and property to 2406 City for City's use, or for use by any Person or entity designated by the City. 2407 B. It will, if City so requests, keep in good repair and condition all of such equipment and property, 2408 provide all motor vehicles with fuel, oil and other service, and provide such other service as may 2409 be necessary to maintain said property in operational condition. 2410 C. City may immediately engage all or any personnel, including 3rd parties not directly employed by 2411 the City, necessary or useful for the Collection and Transportation of Discarded Materials, 2412 including, if City so desires, employees previously or then employed by Contractor. Contractor 2413 further agrees, if City so requests, to furnish City the services of any or all management or office 2414 personnel employed by Contractor whose services are necessary or useful for Discarded Materials 2415 Collection, Transportation, Processing, and Disposal operations and for the Billing and collection of 2416 fees for these services. 2417
City agrees that it assumes complete responsibility for the proper and normal use of such equipment 2418 and Facilities while in its possession. 2419
If the interruption or discontinuance in service is caused by any of the reasons listed in Section 11.7, City 2420 shall pay to Contractor the reasonable rental value of the equipment and Facilities, possession of which 2421 is taken by City, for the period of City's possession, if any, which extends beyond the period of time for 2422 which Contractor has rendered bills in advance of service, for the class of service involved. 2423

10.2 Temporary Possession of Contractor's Property 2424 If City suffers an interruption or discontinuance of service (including interruptions and discontinuance 2425 due to events described in Section 11.7), City may take possession of and use all of Contractor's property 2426 described above until other suitable arrangements can be made for the provision of Discarded Materials 2427 Services which may include the grant of a Franchise to another waste hauling company. 2428

10.3 Billing and Compensation to City During City's Possession 2429 During such time that City is providing Discarded Materials services, as above provided, Contractor shall 2430 bill and Collect payment from all users of the above-mentioned services as described in Section 4.6. 2431 Contractor further agrees that, in such event, it shall reimburse City for any and all costs and expenses 2432

City of Garden Grove Franchise Agreement
June 28, 2022 Page 61 City of Garden Grove
incurred by City beyond that billed and received by City in taking over possession of the above-2433 mentioned equipment and property for Discarded Materials service in such manner and to an extent as 2434 would otherwise be required of Contractor under the Terms of this Agreement. Such reimbursement 2435 shall be made from time to time after submission by City to Contractor of each statement listing such 2436 costs and expenses, but in no event later than five (5) Business Days from and after each such 2437 submission. 2438

10.4 City's Right to Relinquish Possession 2439
It is further mutually agreed that City may at any time at its discretion relinquish possession of any or all 2440 of the above-mentioned property to Contractor and thereupon demand that Contractor resume the 2441 Discarded Materials services as provided in this Agreement, whereupon Contractor shall be bound to 2442 resume the same. 2443

10.5 City's Possession Not A Taking 2444
Except as otherwise expressly provided in the previous paragraph, City's exercise of its rights under this 2445 Article 10: (1) does not constitute a taking of private property for which compensation must be paid; 2446 (2) will not create any liability on the part of City to Contractor; and, (3) does not exempt Contractor 2447 from any of the indemnity and insurance provisions of this Agreement, which are meant to extend to 2448 circumstances arising under this Section 10.5 provided that the Contractor is not required to indemnify 2449 the City against claims and damages arising from the sole negligence of the City, its elected and 2450 appointed officials, boards, commissions, officers, employees and agents in the operation of Collection 2451 vehicles during the time the City has taken possession of such vehicles. 2452

10.6 Duration of City's Possession 2453
City's right pursuant to this Article 10 to retain temporary possession of Contractor's Facilities and 2454 equipment, and to render Collection services, shall terminate when City determines that such services 2455 can be resumed by Contractor, or when City no longer reasonably requires such property or equipment. 2456 In any case, City has no obligation to maintain possession of Contractor's property or equipment and/or 2457 continue its use for any period of time and may at any time, in its sole discretion, relinquish possession 2458 to Contractor. 2459

10.7 Disaster Preparedness Plan 2460
Within twelve (12) months of the Effective Date, Contractor shall, with City assistance, prepare a written 2461 plan detailing how Discarded Materials services will be delivered in a time of emergency or natural 2462 disaster. For the plan, City shall provide Contractor with a written list of critical Facilities being those 2463 Facilities that the City deems in need of special consideration in a time of emergency because they are 2464 critical to City’s emergency response, of priority to the need of the community and/or represent a public 2465 health risk to the community. Contractor’s written plan shall contain a protocol for contacting 2466 Contractor management in the event of an emergency, an overview of Contractor’s resources available 2467 for emergency response, a plan for Collection, Disposal, and Recycling of Discarded Materials generated 2468 by critical Facilities until the time of emergency passes and a plan for resuming normal operations 2469 following an emergency. 2470
In the event of a disaster, the City may grant Contractor a waiver of some or all Collection requirements 2471 under this Agreement and 14 CCR, Division 7, Chapter 12, Article 3 in the disaster-affected areas for the 2472

City of Garden Grove Franchise Agreement
June 28, 2022 Page 62 City of Garden Grove
duration of the waiver. Any resulting changes in Collection requirements shall be addressed as a change 2473 in scope in accordance with Section 3.6. 2474
ARTICLE 11. 2475
DEFAULT AND REMEDIES 2476

11.1 Events of Default 2477
All provisions of the Agreement are considered material. Each of the following shall constitute an event 2478 of default. 2479
A. Fraud or Deceit. Contractor practices, or attempts to practice, any fraud or deceit upon the City. 2480 B. Insolvency or Bankruptcy. Contractor becomes insolvent, unable, or unwilling to pay its debts, or 2481 upon listing of an order for relief in favor of Contractor in a bankruptcy proceeding. 2482 C. Failure to Maintain Coverage. Contractor fails to provide or maintain in full force the workers’ 2483 compensation, insurance coverage required by Section 9.2, or indemnification coverage as 2484 required by this Agreement. 2485
D. Violations of Regulation. Contractor violates any orders or filings of any regulatory body having 2486 authority over Contractor relative to this Agreement, which violation the City reasonably 2487 determines is material. If Contractor contests any such orders or filings by appropriate 2488 proceedings conducted in good faith, and the regulatory body determines no violation occurred, 2489 no breach or default of this Agreement shall be deemed to have occurred. 2490 E. Violations of Applicable Law. Contractor violates Applicable Law relative to this Agreement, which 2491 violation the City reasonably determines is material. 2492 F. Failure to Perform Direct Services. Contractor ceases to provide Collection, Transportation, or 2493 Processing services as required under this Agreement for a period of two (2) consecutive calendar 2494 days or more, for any reason within the control of Contractor. 2495 G. Failure to Pay or Report. Contractor fails to make any payments to City required under this 2496 Agreement including payment of City Fees or Liquidated Damages and/or refuses to provide City 2497 with required information, reports, and/or records in a timely manner as provided for in the 2498 Agreement. 2499
H. Acts or Omissions. Any other act or omission by Contractor which violates the terms, conditions, 2500 or requirements of this Agreement, or Applicable Law and which is not corrected or remedied 2501 within the time set in the written notice of the violation. Additionally, an event of default occurs if 2502 Contractor cannot reasonably correct or remedy the breach within the time set forth in a notice of 2503 violation, or if Contractor fails to commence to correct or remedy such violation within the time 2504 set forth in such notice and diligently effect such correction or remedy thereafter. 2505 I. False, Misleading, or Inaccurate Statements. Any representation or disclosure made to the City by 2506 Contractor in connection with or as an inducement to entering into this Agreement, or any future 2507 amendment to this Agreement, which proves to be false or misleading in any material respect as 2508 of the time such representation or disclosure is made, whether or not any such representation or 2509

City of Garden Grove Franchise Agreement
June 28, 2022 Page 63 City of Garden Grove
disclosure appears as part of this Agreement. Additionally, a default occurs if any Contractor-2510 provided report contains a misstatement, misrepresentation, data manipulation, or an omission of 2511 fact or content explicitly defined by the Agreement, excepting non-numerical typographical and 2512 grammatical errors. 2513
J. Seizure or Attachment. There is a seizure of, attachment of, or levy on, some or all of Contractor’s 2514 operating equipment, including without limits its equipment, maintenance or office facilities, 2515 Approved Facility(ies), or any part thereof. 2516
K. Suspension or Termination of Service. There is any termination or suspension of the transaction 2517 of business by Contractor related to this Agreement, including without limit, due to labor unrest 2518 including strike, work stoppage or slowdown, sick-out, picketing, or other concerted job action 2519 lasting more than seven (7) calendar days for Residential Customers and three (3) calendar days 2520 for Commercial Customers. 2521
L. Criminal Activity. Contractor, its officers, managers, or employees are found guilty of criminal 2522 activity related directly or indirectly to performance of this Agreement or any other agreement 2523 held with the City. 2524
M. Assignment without Approval. Contractor transfers or assigns this Agreement without the 2525 expressed written approval of the City unless the assignment is permitted without City approval 2526 pursuant to Section 13.6. 2527
N. Failure to Provide Proposal or Implement Change in Service. Contractor fails to provide a 2528 proposal for new services or changes to services or fails to implement a change in service as 2529 requested by the City as specified in Section 3.5. 2530 O. Failure to Implement Collection Program. Contractor fails to implement a Collection program that 2531 complies with the requirements of Article 4 and Exhibit B, which is essential for the City to achieve 2532 compliance with SB 1383. 2533
P. Failure to Provide Processing Capacity. Contractor fails to provide adequate Processing capacity 2534 in accordance with Articles 4 and 5, which is essential for the City to achieve compliance with SB 2535 1383. 2536
Q. Failure to Achieve Processing Standards. Contractor fails to achieve the Processing standards 2537 specified in Articles 4 and 5 including achievement of minimum Organic Waste recovery rates, 2538 which are essential for the City to achieve SB 1383 compliance. 2539 R. Failure to Comply with Other Requirements of SB 1383. Contractor fails to comply with other 2540 requirements of the Agreement including, but not limited to, public education, reporting, 2541 contamination monitoring, recordkeeping and reporting, or other obligations of this Agreement 2542 that delegate the City’s responsibility and/or authority under SB 1383 to the Contractor. 2543 S. Failure to Dispose of Solid Waste at the Designed Disposal Facility. Contractor fails to Dispose of 2544 all Solid Waste Collected within the City unless the Designated Disposal Facility is no longer 2545 required or in the event that the Designated Disposal Facility is not available. 2546

City of Garden Grove Franchise Agreement
June 28, 2022 Page 64 City of Garden Grove
T. Failure to Perform Any Obligation. Contractor fails to perform any obligation established under 2547 this Agreement, which the City reasonably determines is material. 2548 City shall provide Contractor written notice of default within seven (7) calendar days of the City’s first 2549 knowledge of the Contractor’s default. 2550

11.2 Contractor’s Right to Cure; Right to Terminate Upon Event of Default 2551 Contractor shall be given two (2) Business Days from written notification by the City Manager or as 2552 otherwise agreed to in writing by the Parties to cure any default which, in the City Manager’s sole 2553 opinion, creates a potential public health and safety threat. 2554 Contractor shall be given two (2) Business Days from written notification by the City Manager or as 2555 otherwise agreed to in writing by the Parties to cure any default arising under Subsections C, D, E, F, G, 2556 H, J, K, N, O, P, Q, R, S, and T in Section 11.1. However, the City shall not be obligated to provide 2557 Contractor with a notice and cure opportunity if the Contractor has committed the same breach/default 2558 within a twenty-four (24) month period. It is expressly understood that Contractor is not entitled to 2559 receive notice of default, or to cure such default, with respect to those matters listed in Subsections A, 2560 B, I, L, and M above. 2561
Contractor shall be given thirty (30) calendar days from written notification by the City Manager to cure 2562 any other default (which is not required to be cured within two (2) Business Days). Furthermore, if 2563 Contractor cannot reasonably cure a default within the applicable period described in this Section 11.2, 2564 except for defaults that create a potential health and safety threat, and Contractor promptly 2565 commences the cure or remedy within the initial cure period and thereafter diligently pursues the cure 2566 or remedy to completion, Contractor shall not be in default of this Agreement. However, the City shall 2567 not be obligated to provide Contractor with a notice and cure opportunity if the Contractor has 2568 committed the same or similar breach/default within a twenty-four (24) month period. 2569

11.3 City’s Remedies in the Event of Default 2570
Upon Contractor’s default, City has the following remedies in the event of Contractor default: 2571 A. Waiver of Default. City may waive any event of default or may waive Contractor’s requirement to 2572 cure a default event if City determines that such waiver would be in the best interest of the City. 2573 City’s waiver of an event of default is not a waiver of future events of default that may have the 2574 same or similar conditions. 2575
B. Suspension of Contractor’s Obligation. City may suspend Contractor’s performance of its 2576 obligations if Contractor fails to cure default in the time frame specified in Section 11.2 until such 2577 time the Contractor can provide assurance of performance in accordance with Section 11.8. 2578 C. Liquidated Damages. City may assess Liquidated Damages for Contractor’s failure to meet specific 2579 performance standards pursuant to Section 11.6. 2580
D. Termination. The City Manager may, in their sole discretion, set a public hearing for the City 2581 Council to determine whether to terminate this Agreement. Subject to Contractor’s right to cure 2582 as described in Section 11.2, such termination hearing must be set if a default remains uncured 2583 thirty (30) calendar days after receipt of written notice of default from the City. Such termination 2584

City of Garden Grove Franchise Agreement
June 28, 2022 Page 65 City of Garden Grove
hearing must also be set if a Contractor’s default is not cured within two (2) calendar days and the 2585 default: 2586
o Creates an imminent public health and safety threat; or 2587 o Arises under Section 11.1. C, D, E, F, G, J, K, N, O, P, Q, R, S, and T. 2588 If the City terminates this Agreement based on the adopted findings of the termination hearing, 2589 the City Manager shall first provide written notice to the Contractor twenty (20) calendar days 2590 before the date of termination. The Contractor shall thereafter be relieved on a going-forward 2591 basis of all liabilities and obligations required by this Agreement, except for Section 9.1 and any 2592 other provisions specifically identified to survive termination of this Agreement. Upon expiration 2593 of the twenty (20) day notice, the City may, in its sole discretion: 2594 o Directly undertake performance of the services; or 2595 o Arrange with other Persons to perform the services with or without a written agreement; or 2596 o Permit Contractor to continue operating under this Agreement including Contractor’s 2597 Compensation until such time that City is able to find substitute services. 2598 This right of termination is in addition to any other rights upon a failure of Contractor to perform 2599 its obligations under this Agreement. 2600
Contractor shall not be entitled to any further revenues from Collection operations authorized 2601 hereunder from and after the date of termination. 2602
E. Other Available Remedies. City’s election of one (1) or more remedies described herein shall not 2603 limit the City from any and all other remedies at law and in equity including injunctive relief, etc. 2604

11.4 Possession of Records Upon Termination 2605
In the event of termination for an event of default, the Contractor shall furnish City Manager with 2606 immediate access to its business records in a format compatible with the City’s computer systems, 2607 including without limitation, Customer information that is not restricted by Applicable Law, Collection 2608 routes, compliance records, and billing of accounts for Collection services. 2609

11.5 City's Remedies Cumulative; Specific Performance 2610 City's rights to terminate the Agreement under Section 11.2 and to take possession of the Contractor's 2611 records under Section 11.4 are not exclusive, and City's termination of the Agreement and/or the 2612 imposition of Liquidated Damages shall not constitute an election of remedies. Instead, these rights shall 2613 be in addition to any and all other legal and equitable rights and remedies which City may have. 2614 By virtue of the nature of this Agreement, the urgency of timely, continuous, and high-quality service; 2615 the lead time required to effect alternative service; and, the rights granted by City to the Contractor, the 2616 remedy of damages for a breach hereof by Contractor is inadequate and City shall be entitled to 2617 injunctive relief (including but not limited to specific performance). 2618

City of Garden Grove Franchise Agreement
June 28, 2022 Page 66 City of Garden Grove

11.6 Performance Standards and Liquidated Damages 2619
A. General. The Parties find that as of the time of the execution of this Agreement, it is impractical, if 2620 not impossible, to reasonably ascertain the extent of damages which shall be incurred by City as a 2621 result of a breach by Contractor of its obligations under this Agreement. The factors relating to the 2622 impracticability of ascertaining damages include, but are not limited to, the fact that: (i) 2623 substantial damage results to members of the public who are denied services or denied quality or 2624 reliable service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of 2625 the benefits of the Agreement to individual members of the general public for whose benefit this 2626 Agreement exists, in subjective ways and in varying degrees of intensity which are incapable of 2627 measurement in precise monetary terms; (iii) that exclusive services might be available at 2628 substantially lower costs than alternative services and the monetary loss resulting from denial of 2629 services or denial of quality or reliable services is impossible to calculate in precise monetary 2630 terms; and, (iv) the termination of this Agreement for such breaches, and other remedies are, at 2631 best, a means of future correction and not remedies which make the public whole for past 2632 breaches. 2633
B. Service Performance Standards; Liquidated Damages for Failure to Meet Standards. The Parties 2634 further acknowledge that consistent, reliable Collection services are of utmost importance to City 2635 and that City has considered and relied on Contractor's representations regarding its quality-of-2636 service commitment in awarding the Agreement to it. The Parties recognize that some quantified 2637 standards of performance are necessary and appropriate to ensure consistent and reliable service 2638 and performance. The Parties further recognize that if Contractor fails to achieve the performance 2639 standards or fails to submit required documents in a timely manner, City and its residents and 2640 businesses will suffer damages, and that it is, and will be, impractical and extremely difficult to 2641 ascertain and determine the exact amount of damages that City will suffer. Therefore, without 2642 prejudice to City’s right to treat such non-performance as an event of default under this Section 2643

11.6, the Parties agree that the Liquidated Damages amounts established in this Section 11.6 of 2644 this Agreement and the Liquidated Damage amounts therein represent a reasonable estimate of 2645 the amount of such damages considering all of the circumstances existing on the Effective Date of 2646 this Agreement, including the relationship of the sums to the range of harm to City that 2647 reasonably could be anticipated and the anticipation that proof of actual damages would be costly 2648 or impractical. 2649
Contractor City 2650
Initial Here Initial Here 2651
Contractor agrees to pay (as Liquidated Damages and not as a penalty) the amounts set forth 2652 below: 2653

1. Collection Reliability.2654
a. For each failure to commence service to a new Customer account within seven (7) 2655 days after order: $100.00 per occurrence 2656
b. For each failure to Collect Discarded Materials, which has been properly set out for 2657 Collection: $100.00 per occurrence 2658

City of Garden Grove Franchise Agreement
June 28, 2022 Page 67 City of Garden Grove
c. For each failure to correct and Collect a missed service within the timeframe set forth 2659 in Section 4.7.B.2: $100.00 per occurrence; 2660
each additional twenty-four (24) hour period: $50.00 per occurrence. 2661 d. For each failure to comply with the provisions in Section 11.7 Contractor’s Actions 2662 During a Work Stoppage: $1,000 per day 2663
e. For each failure to Collect Abandoned Waste within four (4) days of notification by 2664 the City per Exhibit B4, Item 8A: $100 per occurrence. 2665

2. Collection Quality.2666
a. For failure to properly return empty Containers to avoid pedestrian or vehicular 2667 traffic impediments or to place Containers upright which exceeds ten (10) Containers 2668 annually: 2669
$50.00 per Container 2670
b. For each occurrence of excessive noise or discourteous behavior which exceed ten 2671 (10) occurrences annually: 2672
$100.00 per occurrence 2673
c. For each occurrence of Collecting Discarded Materials during unauthorized hours 2674 which exceeds ten (10) such occurrences annually: $100.00 per occurrence 2675 d. For each occurrence of damage to private property which exceeds five (5) such 2676 occurrences annually: $100.00 per occurrence 2677
e. For each failure to clean up Discarded Materials spilled from Collection Containers 2678 within ninety (90) minutes that exceeds ten (10) such failures annually: 2679 $100.00 per occurrence 2680
f. For each failure to clean up vehicle leaks or spills within the timeframe required by 2681 Section 5.5.E: $500 per occurrence 2682
g. For each failure to follow the cleanup procedures included in Section 5.5.E: 2683 $500 per square foot of affected area 2684

3. Customer Responsiveness.2685
a. For each failure to initially respond to a Customer Complaint within one (1) Business 2686 Day (excluding Saturday, Sunday, and Holidays as defined in Exhibit A), and for each 2687 additional day in which the Complaint is not addressed, which exceed five (5) 2688 annually: $50.00 per day 2689
b. For each failure to process Customer Complaints as required by Article 4, which 2690 exceed five (5) annually: $50.00 per occurrence 2691
c. For each failure to record a response to a Customer Complaint or request within 2692 twenty-four (24) hours of resolution: $100.00 per occurrence 2693 For each additional twenty-four (24) hour period: $50.00 per occurrence 2694 d. For each failure to respond to a written inquiry from the City’s Solid Waste contract 2695 manager regarding service requests or requests for information within two (2) 2696

City of Garden Grove Franchise Agreement
June 28, 2022 Page 68 City of Garden Grove
Business Days (excluding Saturday, Sunday and Holidays defined in Exhibit A), and for 2697 each additional day in which the inquiry is not addressed, which exceed five (5) 2698 occurrences annually: $100 per occurrence 2699
e. For each failure to remove graffiti from Containers, or to replace with Containers 2700 bearing no graffiti, within two (2) Business Days (excluding Saturday, Sunday, and 2701 Holidays defined in Exhibit A) of request from City or Customer: $ 50.00 per day 2702 For each additional day problem not resolved: $25.00 per day 2703 f. For each failure to repair or replace a damaged or missing Container within two (2) 2704 Business Days (excluding Saturday, Sunday, and Holidays defined in Exhibit A) of 2705 request from City or Customer: $ 50.00 per day 2706
g. For each failure to process a claim for damages within thirty (30) days from the date 2707 submitted to Contractor: $100.00 per occurrence 2708
h) For each failure to issue a warning notice to a Container or materials not Collected 2709 due to improper set out which exceeds ten (10) such occurrences annually: 2710 $100 per day per occurrence 2711

4. Failure to Submit Reports or Allow Access to Records. For each failure to submit any 2712 individual report or provide access to records in compliance with and in the timeframe 2713 specified in this Agreement. Incomplete and/or inaccurate reports shall be considered a 2714 failure to submit until such time as all information in the report has been provided in a 2715 complete and accurate form. In the event City determines a report to be errant or 2716 incomplete more than ten (10) Business Days after submittal by Contractor, Contractor 2717 shall be given ten (10) Business Days to complete and correct and any pending Liquidated 2718 Damages shall be tolled during that period. 2719
a. Monthly Reports: $50 per day 2720
b. Quarterly Reports: $50 per day 2721
c. Annual Reports: $100 per day 2722

5. Accuracy of Billing.2723
a. Each Customer invoice that is not prepared in accordance with the City’s approved 2724 Rate schedule, in excess of ten (10) annually: 2725
$25 per invoice not to exceed $2,500 per Billing run 2726 b. For each instance or invoice in which Contractor imposes a special service fee not in 2727 accordance with the approved Rate schedule and not approved in advance in writing 2728 by City, or not requested by the service recipient which exceeds ten (10) such 2729 occurrences annually: $50 per occurrence 2730
c. Failure to provide a Customer with a response, including an explanation and/or 2731 correction, to a Billing Complaint within seven (7) Business Days from the Complaint: 2732 $100.00 per occurrence 2733
Each additional day response not provided: $50.00 2734

City of Garden Grove Franchise Agreement
June 28, 2022 Page 69 City of Garden Grove

6. Public Education and Outreach.2735
a. Failure to perform public education and outreach activities: 2736 1st violation - $50 per occurrence 2737
2nd violation - $100 per occurrence 2738
3rd and subsequent violations - $250 per occurrence 2739

7. Cooperation with Service Provider Transition. 2740
a. For each day routing information requested by City in accordance with Section 13.10 2741 is received after City-established due dates, both for preparation of a request for 2742 proposals and for new service provider’s implementation of service: $1,000 per day 2743 b. For each day delivery of keys, access codes, remote controls, or other means of 2744 access to Discarded Materials Containers is delayed beyond one (1) day prior to new 2745 service provider servicing Customers with access issues, as described in Section 2746

13.10: $1,000 per day 2747
c. For delay in not meeting the requirements contained in Section 13.10 in a timely 2748 manner, in addition to the daily Liquidated Damages for breach under 7(a) and 7(b) 2749 above, Liquidated Damages of: $20,000 per occurrence 2750

8. Diversion Efforts.2751
a. For each Rate Period (January 1, 2023 to December 31, 2024, considered the first 2752 Rate Period) in which Contractor fails to provide support to the City within thirty (30) 2753 days of year-end, documenting that it Diverted at least twenty percent (20%) of the 2754 Discarded Materials Contractor Collected under this Agreement per Section 5.10: 2755 $25 for each Ton below Tonnage level necessary to meet twenty percent (20%) 2756 Diversion goal 2757

9. SB 1383 Requirements. Failure to meet SB 1383 requirements set forth below: 2758 a. Use of Unauthorized Facilities. For each individual occurrence of delivering Discarded 2759 Materials to a Facility other than an Approved Facility(ies) for each Discarded 2760 Material type under this Agreement. 2761
1st violation - $50 per Ton per offence 2762
2nd violation - $100 per Ton per offence 2763
3rd and subsequent violations - $250 per Ton per offence 2764 b. Failure to Implement three- /three-plus Container System. For each occurrence of 2765 failing to provide Customers with the three- /three-plus Container system required 2766 by and compliant with SB 1383 excluding Generators and Customers granted waivers 2767 pursuant to this Agreement and excluding Generators and Customers that 2768 demonstrate compliance with Recycling and Organic Waste Self-Hauling 2769 requirements pursuant to Section 5.10.080 of District’s Code of Regulations and 14 2770 CCR Division 7, Article 12, Article 7. Minor, moderate and major violations have the 2771 same meaning as defined in 14 CCR Section 18997.3 2772
Damages are per Generator or Customer per occurrence: 2773

City of Garden Grove Franchise Agreement
June 28, 2022 Page 70 City of Garden Grove
$500 – Minor violation 2774
$4,000 – Moderate violation 2775
$7,500 – Major violation 2776
c. Failure of Approved Facility(ies) to Meet Limits on Incompatible Materials (if 2777 Applicable). For each Ton of Mixed Waste, Source Separated Recyclable Materials 2778 Source Separated Blue Container Organic Waste, Source Separated Green Container 2779 Organic Waste, or Organic Materials received at the Facility(ies) in a quarterly 2780 reporting period when Organic Waste recovered after Processing exceeds 2781 Incompatible Material thresholds included in SB 1383 if limits on Organic Waste in 2782 materials sent to Disposal apply. Liquidated damages are assessed in the quarterly 2783 reporting period when the failure occurred. 2784
1st violation - $50 per Ton per offence 2785
2nd violation - $100 per Ton per offence 2786
3rd and subsequent violations - $250 per Ton per offence 2787 d. Failure of Approved Facility(ies) to Meet Limits on Organic Waste in Materials Sent to 2788 Disposal. For each Ton of Mixed Waste, Source Separate Recyclable Materials, Source 2789 Separated Blue Container Organic Waste, Source Separated Green Container Organic 2790 Waste, or Organic Materials received at the Facility(ies) in a quarterly reporting 2791 period when Organic Waste in the materials sent to Disposal exceeds the thresholds 2792 included in SB 1383 if limits on Organic Waste in materials sent to Disposal apply. 2793 Liquidated damages are assessed in the quarterly reporting period when the failure 2794 occurred. 2795
1st violation - $50 per Ton per offence 2796
2nd violation - $100 per Ton per offence 2797
3rd and subsequent violations - $250 per Ton per offence 2798 e. Failure to Perform Contamination Monitoring Requirements. For each failure to 2799 conduct contamination monitoring in accordance with Section 4.10 of this 2800 Agreement: 2801
1st violation - $50 per route per occurrence 2802
2nd violation - $100 per route per occurrence 2803
3rd and subsequent violations - $250 per route per occurrence 2804 f. Failure to Comply with Container Labeling and Colors. For each occurrence of 2805 Contractor’s failure to comply with Container labeling and color requirements 2806 pursuant to SB 1383. 2807
1st violation - $50 per Container occurrence 2808
2nd violation - $100 per Container occurrence 2809
3rd and subsequent violations - $250 per Container occurrence 2810

City of Garden Grove Franchise Agreement
June 28, 2022 Page 71 City of Garden Grove
g. Failure to Conduct Compliance Tasks. For each failure to conduct any compliance 2811 review, Discarded Materials evaluations pursuant to SB 1383, and/or other 2812 inspection required by this Agreement. 2813
1st violation - $50 per occurrence 2814
2nd violation - $100 per occurrence 2815
3rd and subsequent violations - $250 per occurrence 2816 h. Failure to Issue Contamination Processing Fee Notices. For each failure of Contractor 2817 Collection personnel to issue contamination notices and Contamination Processing 2818 Fee Notices and maintain documentation of issuance as required by Section 4.10 of 2819 this Agreement. 2820
1st violation - $50 per route per day 2821
2nd violation - $100 per route per day 2822
3rd and subsequent violations - $250 per route per day 2823 i. Failure to Conduct Follow-Up Inspections. For each failure to conduct a follow-up 2824 inspection as required by Section 4.7.C of this Agreement. 2825 1st violation - $50 per occurrence 2826
2nd violation - $100 per occurrence 2827
3rd and subsequent violations - $250 per occurrence 2828 j. Failure to Maintain and/or Provide Access to Information Systems 2829 $500 per day 2830

10. General Contract Adherence.2831
a. For each day that Contractor fails to provide services required under the Agreement, 2832 or comply with terms of the Agreement, five (5) Business Days after receipt of 2833 written notification from City that such services are not being provided or terms are 2834 not being met: $100.00/day 2835
b. Before assessing Liquidated Damages, City Manager shall give Contractor notice of 2836 City’s intention to do so. The notice will include a brief description of the incident(s) 2837 and non-performance. City Manager may review (and make copies at City’s own 2838 expense) all information in the possession of Contractor relating to incident(s) and/or 2839 non-performance. City Manager may, within ten (10) Business Days after issuing the 2840 notice, request a meeting with Contractor. City Manager may present evidence of 2841 non-performance in writing and through testimony of City’s employees and others 2842 relevant to the incident(s) and non-performance. City Manager will provide 2843 Contractor with a written explanation of their determination on each incident(s) and 2844 non-performance prior to authorizing the assessment of Liquidated Damages under 2845 this Section 11.6. The decision of City Manager may be appealed by Contractor to the 2846 Deputy City Manager. 2847
C. Amount. City may assess Liquidated Damages for each calendar day or event, as appropriate, that 2848 Contractor is determined to be liable in accordance with this Agreement. 2849

City of Garden Grove Franchise Agreement
June 28, 2022 Page 72 City of Garden Grove
D. Timing of Payment. Contractor shall pay any Liquidated Damages assessed by City within ten (10) 2850 days after they are assessed. If they are not paid within the ten (10) day period, City may proceed 2851 against the performance bond required by the Agreement or find Contractor in default and 2852 terminate this Agreement pursuant to Section 11.1, or both. 2853

11.7 Excuse from Performance 2854
A. Force Majeure. A Party shall be excused from performing their obligations hereunder and from 2855 any obligation to pay Liquidated Damages and Contractor shall not be in default under this 2856 Agreement if Contractor is prevented from performing the Collection, Transportation and/or 2857 Disposal services for any of the following reasons: riots; wars; sabotage; civil disturbances, 2858 pandemics, epidemics; government restrictions and orders; insurrections; explosion; natural 2859 disasters such as floods, earthquakes, landslides and fires; strikes; lockouts and other labor 2860 disturbances; and other similar catastrophic events which are beyond the control of and not the 2861 fault of the Party claiming excuse from performance hereunder. The Party claiming excuse from 2862 performance shall, within two (2) calendar days after such Party has notice of such cause, give the 2863 other Party notice of the facts constituting such cause and asserting its claim to excuse under this 2864 Section 11.7. If either Party validly exercises its rights under this Section 11.7, the Parties hereby 2865 waive any claim against each other for any damages sustained thereby. 2866 The partial or complete interruption or discontinuance of Contractor's services caused by one (1) 2867 or more of the events described in this Section 11.7 shall not constitute a default by Contractor 2868 under this Agreement. Notwithstanding the foregoing, however, if Contractor is excused from 2869 performing its obligations hereunder for any of the causes listed in this Section 11.7 for a period of 2870 thirty (30) calendar days or more, City shall nevertheless have the right, in its sole discretion, to 2871 terminate this Agreement by giving ten (10) Business Days’ notice to Contractor, in which case the 2872 provisions of Section 11.4 shall apply. 2873
In the event of a labor disturbance that interrupts Collection, Transportation and/or Disposal of 2874 Discarded Materials by Contractor as required under this Agreement, the provisions of Section 2875

11.7.B below shall apply. 2876
B. Labor Disputes. 2877

1. Labor Unrest Directed at Third Party . In the case of labor unrest or job action directed at 2878 a third party over whom Contractor has no control, the inability of Contractor to provide 2879 services in accordance with this Agreement due to the unwillingness or failure of the third 2880 party to: (i) provide reasonable assurance of the safety of Contractor's employees while 2881 providing such services; or, (ii) make reasonable accommodations with respect to 2882 Container placement and point of delivery, time of Collection, or other operating 2883 circumstances to minimize any confrontation with pickets or the number of Persons 2884 necessary to make Collections shall, to that limited extent, excuse performance. The 2885 foregoing excuse shall be conditioned on Contractor's cooperation in performing 2886 Collection services at different times and in different locations. 2887

2. Contractor Labor Disruptions . Contractor must notify the City in writing within twenty-2888 four (24) hours of a notice from a labor union of a possible work stoppage. Contractor 2889 agrees that in the event Service is disrupted due to a labor dispute, Contractor shall place 2890 a minimum of twelve (12), forty (40) yard Roll-Off Boxes or other Containers of equivalent 2891

City of Garden Grove Franchise Agreement
June 28, 2022 Page 73 City of Garden Grove
capacity at locations designated by the City Manager or their designees to serve as 2892 Collection points for the Customers within two (2) days of said Service interruption. 2893 Containers shall be Collected by Contractor for no additional charge as necessary to 2894 accommodate the waste volume Disposed in such Containers. 2895 A. Labor unrest including, but not limited to, strike, work stoppage or slowdown, sick-out; 2896 picketing, or other concerted job action conducted by Contractor's employees or 2897 directed at Contractor is excused from performance only to the extent that the 2898 following requirements are met: 2899
i. Contractor provides a contingency plan to the City within ninety (90) days of 2900 commencement of services under this Agreement demonstrating how services 2901 will be provided during the period of labor unrest. The contingency plan is 2902 subject to City approval and Contractor shall amend the plan until it meets City 2903 requirements, including reasonably demonstrating how City’s basic Collection 2904 and sanitary needs will be met to the City’s satisfaction. 2905 ii. Contractor shall meet all requirements of this plan or City may revoke this excuse 2906 from performance offered under this Agreement and may choose to use 2907 enforcement provisions under this Agreement in which case Contractor is not 2908 excused from performance and Contractor shall be obligated to continue to 2909 provide service notwithstanding the occurrence of any or all of such events. 2910

3. Collection During Labor Disruption. Contractor shall prioritize those Collection activities it 2911 is able to perform during the pendency of the labor disruption, with hospitals, essential 2912 services, restaurants and other six (6) services days per week Customers prioritized for 2913 Collection on the basis of health and sanitation. In the event that a labor strike or 2914 disruption to Collection services should last longer than seven (7) consecutive days, City 2915 may contract with a third party to provide Collection services for the period of time 2916 limited to the time Contractor is unable to provide such services until the labor strike or 2917 disruption has concluded. Contractor shall notify City when the labor disruption has 2918 ended, and the date Contractor will resume Collection services. 2919

11.8 Right to Demand Assurances of Performance 2920
The Parties acknowledge that it is of the utmost importance to City and the health and safety of all those 2921 members of the public residing or doing business within City who will be adversely affected by 2922 interrupted waste management service, that there be no material interruption in services provided 2923 under this Agreement. 2924
If Contractor: (i) is the subject of any labor unrest including work stoppage or slowdown, sick-out, 2925 picketing or other concerted job action; (ii) appears in the reasonable judgment of City to be unable to 2926 regularly pay its bills as they become due; or, (iii) is the subject of a civil or criminal judgment or order 2927 entered by a Federal, State, regional or local agency for violation of an Applicable Law, and City believes 2928 in good faith that Contractor’s ability to perform under the Agreement has thereby been placed in 2929 substantial jeopardy, City may, at its sole option and in addition to all other remedies it may have, 2930 demand from Contractor reasonable assurances of timely and proper performance of this Agreement, in 2931 such form and substance as City believes in good faith is reasonably necessary in the circumstances to 2932 evidence continued ability to perform under the Agreement. If Contractor fails or refuses to provide 2933

City of Garden Grove Franchise Agreement
June 28, 2022 Page 74 City of Garden Grove
satisfactory assurances of timely and proper performance in the form and by the date required by City, 2934 such failure or refusal shall be an event of default for purposes of Section 11.1. 2935

11.9 Dispute Resolution 2936
In the event of dispute between the City Manager and the Contractor regarding the interpretation of or 2937 the performance of services under this Agreement which results in a material impact to the Contractor’s 2938 revenue and/or cost of operations the provisions of this Section 11.9 shall apply. 2939 A. Meet and Confer. In the event of disputes regarding the performance of any obligation under this 2940 Agreement which results in a material impact to the Contractor’s revenue and/or cost of 2941 operations, the City and Contractor agree that they promptly will meet and confer to attempt to 2942 resolve the matter between themselves. 2943
B. Mediation. If disputes which arise under this Agreement cannot be resolved satisfactorily 2944 between the Parties in accordance with Section 11.9.A, the City and Contractor agree that such 2945 disputes shall be submitted to mandatory, non-binding mediation by a mutually agreed upon 2946 independent third party. 2947
C. Period of Time. Insofar as allowed by Applicable Law, the period otherwise applicable for filing 2948 claims against the City under Applicable Law shall be tolled during the period of time for which 2949 meet and confer or mediation procedures are pending, in accordance with Sections 11.9.A and 2950

11.9.B. 2951
D. Litigation. Litigation may be commenced only after all reasonable efforts to resolve the dispute(s) 2952 pursuant to Sections 11.9.A, 11.9.B, and 11.9.C have failed and any necessary claim(s) have been 2953 denied. 2954
ARTICLE 12. 2955
REPRESENTATIONS AND WARRANTIES OF 2956
THE PARTIES 2957
The Parties, by acceptance of this Agreement, represents and warrants the conditions presented in this 2958 Article 12. 2959

12.1 Contractor’s Corporate Status 2960
Contractor, or parent company, is a corporation duly organized, validly existing and in good standing 2961 under the laws of the State. It is qualified to transact business in the State and has the power to own its 2962 properties and to carry on its business as now owned and operated and as required by this Agreement. 2963

12.2 Contractor’s Corporate Authorization 2964
Contractor has the authority to enter this Agreement and perform its obligations under this Agreement. 2965 The Board of Directors of Contractor (or the shareholders, if necessary) has taken all actions required by 2966 law, its articles of incorporation, its bylaws, or otherwise, to authorize the execution of this Agreement. 2967 The Person signing this Agreement on behalf of Contractor represents and warrants that they have 2968 authority to do so. This Agreement constitutes the legal, valid, and binding obligation of the Contractor. 2969

City of Garden Grove Franchise Agreement
June 28, 2022 Page 75 City of Garden Grove

12.3 Agreement Will Not Cause Breach 2970
To the best of Contractor’s and City’s knowledge after reasonable investigation, the execution or 2971 delivery of this Agreement or the performance by either Party of their obligations hereunder does not 2972 conflict with, violate, or result in a breach of: (i) any Applicable Law; or, (ii) any term or condition of any 2973 judgment, order, or decree of any court, administrative agency or other governmental authority, or any 2974 agreement or instrument to which Contractor or City is a Party or by which Contractor or any of its 2975 properties or assets are bound, or constitutes a default hereunder. 2976

12.4 No Litigation 2977
To the best of Contractor’s and City’s knowledge after reasonable investigation, there is no action, suit, 2978 proceeding or investigation, at law or in equity, before or by any court or governmental authority, 2979 commission, board, agency, or instrumentality decided, pending, or threatened against either Party 2980 wherein an unfavorable decision, ruling, or finding, in any single case or in the aggregate, would: 2981 A. Materially adversely affect the performance by Party of its obligations hereunder; 2982 B. Adversely affect the validity or enforceability of this Agreement; or, 2983 C. Have a material adverse effect on the financial condition of Contractor, or any surety or entity 2984 guaranteeing Contractor’s performance under this Agreement. 2985

12.5 No Adverse Judicial Decisions 2986
To the best of Contractor’s and City’s knowledge after reasonable investigation, there is no judicial 2987 decision that would prohibit this Agreement or subject this Agreement to legal challenge. 2988

12.6 No Legal Prohibition 2989
To the best of each Party’s knowledge, after reasonable investigation, there is no Applicable Law in 2990 effect on the date that Party signed this Agreement that would prohibit the performance of either their 2991 obligations under this Agreement and the transactions contemplated hereby. 2992

12.7 Contractor’s Ability to Perform 2993
Contractor possesses the business, professional, and technical expertise to perform all services, 2994 obligations, and duties as described in and required by this Agreement including all Exhibits thereto. 2995 Contractor possesses the ability to secure equipment, facility, and employee resources required to 2996 perform its obligations under this Agreement. 2997
Article 13. 2998
Other Agreements of the Parties 2999

13.1 Relationship of Parties 3000
The Parties intend that Contractor shall perform the services required by this Agreement as an 3001 independent Contractor engaged by City and neither as an officer nor employee of City, nor as a partner 3002 or agent of, or joint venture with, City. No employee or agent of Contractor shall be, or shall be deemed 3003

City of Garden Grove Franchise Agreement
June 28, 2022 Page 76 City of Garden Grove
to be, an employee or agent of City. Contractor shall have the exclusive control over the manner and 3004 means of performing services under this Agreement, except as expressly provided herein. Contractor 3005 shall be solely responsible for the acts and omissions of its officers, employees, Subcontractors, and 3006 agents. Neither Contractor nor its officers, employees, Subcontractors, and agents shall obtain any rights 3007 to retirement benefits, workers’ compensation benefits, or any other benefits that accrue to City 3008 employees by virtue of their employment with City. 3009

13.2 Compliance with Law 3010
Contractor shall at all times, at its sole cost, comply with all Applicable Laws, permits and licenses of the 3011 United States, the State, County, and City and with all applicable regulations promulgated by Federal, 3012 State, regional or local administrative and regulatory agencies, now in force and as they may be enacted, 3013 issued, or amended during the Term. 3014

13.3 Governing Law 3015
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the 3016 State. 3017

13.4 Jurisdiction 3018
Any lawsuits, at law or in equity, between the Parties arising out of this Agreement shall be filed in a 3019 court of competent jurisdiction in the County. With respect to venue, the Parties agree that this 3020 Agreement is made in and will be performed in the County. The Parties waive all provisions of law 3021 providing for a change of venue in these proceedings to any other county. 3022

13.5 Binding on Successors 3023
The provisions of this Agreement shall inure to the benefit to and be binding on the successors and 3024 permitted assigns of the Parties. 3025

13.6 Assignment 3026
Except as may be provided for in Article 10 (City’s Right to Perform Service), neither Party shall assign its 3027 rights, nor delegate, subcontract or otherwise transfer its obligations under this Agreement to any other 3028 Person without the prior written consent of the other Party. Any such assignment made without the 3029 consent of the other Party shall be void and the attempted assignment shall constitute a material breach 3030 of this Agreement. 3031
For purposes of this Section 13.6 when used in reference to Contractor, "assignment" shall include, but 3032 not be limited to: (i) a sale, exchange or other transfer of substantially all of Contractor's assets 3033 dedicated to service under this Agreement to a third party; (ii) a sale, exchange or other transfer of 3034 outstanding common stock of Contractor to a third party provided said sale, exchange or transfer may 3035 result in a change of control of Contractor; (iii) any dissolution, reorganization, consolidation, merger, 3036 re-capitalization, stock issuance or re-issuance, voting trust, pooling agreement, escrow arrangement, 3037 liquidation or other transaction to which results in a change of ownership or control of Contractor; 3038 (iv) any assignment by operation of law, including insolvency or bankruptcy, making assignment for the 3039 benefit of creditors, writ of attachment for an execution being levied against this Agreement, 3040 appointment of a receiver taking possession of Contractor's property, or transfer occurring in the event 3041

City of Garden Grove Franchise Agreement
June 28, 2022 Page 77 City of Garden Grove
of a probate proceeding; and, (v) any combination of the foregoing (whether or not in related or 3042 contemporaneous transactions) which has the effect of any such transfer or change of ownership, or 3043 change of control of Contractor. 3044
Contractor acknowledges that this Agreement involved rendering a vital service to City's residents and 3045 businesses, and that City has selected Contractor to perform the services specified herein based on: 3046 (1) Contractor's experience, skill and reputation for conducting its Discarded Materials management 3047 operations in a safe, effective, and responsible fashion, at all times in keeping with applicable laws 3048 pertaining to Excluded Waste, regulations and best Discarded Materials management practices, and, (2) 3049 Contractor's financial resources to maintain the required equipment and to support its indemnity 3050 obligations to City under this Agreement. City has relied on each of these factors, among others, in 3051 choosing Contractor to perform the services to be rendered by Contractor under this Agreement. 3052 If Contractor requests City's consideration of and consent to an assignment, City may deny or approve 3053 such request in its complete discretion. No request by Contractor for consent to an assignment need be 3054 considered by City unless and until Contractor has met the following requirements: 3055 A. Contractor shall undertake to pay City its reasonable expenses for attorney's fees and 3056 investigation costs necessary to investigate the suitability of any proposed assignee, and to 3057 review and finalize any documentation required as a condition for approving any such 3058 assignment; 3059
B. Contractor shall pay the City a transfer fee equal to one percent (1%) of the Gross Receipts 3060 times the number of years (pro-rated for partial years) remaining under this Agreement (based 3061 on actual Rate revenues for the prior twelve (12) months); 3062 C. Contractor shall furnish City with audited financial statements of the proposed assignee's 3063 operations for the immediately preceding three (3) operating years; 3064 D. A proforma financial statement (income statement and balance sheet) for the proposed 3065 assignee with the projected results of operations assuming that the assignment is completed. 3066 Such proforma financial statement shall reflect any debt to be incurred by the assignee as part 3067 of the acquisition of Contractor’s operations; and, 3068 E. Contractor shall furnish City with satisfactory proof: (i) that the proposed assignee has at least 3069 ten (10) years of Discarded Materials management experience on a scale equal to or exceeding 3070 the sale of operations conducted by Contractor under this Agreement; (ii) that in the last five (5) 3071 years, the proposed assignee has not suffered any significant citations or other censure from 3072 any Federal, State, or local agency having jurisdiction over its Discarded Materials management 3073 operations due to any significant failure to comply with State, Federal, or local laws pertaining 3074 to Excluded Waste and that the assignee has provided City with a complete list of such citations 3075 and censures; (iii) that the proposed assignee has at all times conducted its operations in an 3076 environmentally safe and conscientious fashion; (iv) that the proposed assignee conducts its 3077 Discarded Materials management practices in accordance with sound Discarded Materials 3078 management practices in full compliance with all Federal, State, and local laws regulating the 3079 Collection and Disposal of Discarded Materials including Hazardous Waste; and, (v) of any other 3080 information required by City to ensure the proposed assignee can fulfill the Terms of this 3081 Agreement in a timely, safe and effective manner. 3082

City of Garden Grove Franchise Agreement
June 28, 2022 Page 78 City of Garden Grove
Under no circumstances shall City be obliged to consider any proposed assignment by City if Contractor 3083 is in default at any time during the period of consideration. 3084

13.7 No Third-Party Beneficiaries 3085
This Agreement is not intended to, and will not be construed to, create any right on the part of any third 3086 party to bring an action to enforce any of its terms. 3087

13.8 Waiver 3088
The waiver by either Party of any breach or violation of any provisions of this Agreement shall not be 3089 deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach 3090 of violation of the same or any other provision. The subsequent acceptance by either Party of any 3091 monies that become due hereunder shall not be deemed to be a waiver of any pre-existing or 3092 concurrent breach or violation by the other Party of any provision of this Agreement. 3093

13.9 Affiliated Companies 3094
Contractor's accounting records shall be maintained on a basis showing the results of Contractor's 3095 operations under this Agreement separately from operations in other locations, as if Contractor were an 3096 independent entity providing service only to City. The costs and revenues associated with providing 3097 service to City shall not be combined, consolidated or in any other way incorporated with those of other 3098 operations conducted by Contractor in other locations, or with those of an Affiliate. 3099 If Contractor enters into any financial transactions with a Related Party Entity for the provision of labor, 3100 equipment, supplies, services, capital, etc., related to the furnishing of service under this Agreement, 3101 that relationship shall be disclosed to City, and in the financial reports submitted to City. In such event, 3102 City's rights to inspect records, and obtain financial data shall extend to such Related Party Entity or 3103 entities. 3104

13.10 Transition to Next Contractor 3105
Prior to, and at, the end of the Term or in the event this Agreement is terminated for cause prior to the 3106 end of the Term, Contractor shall cooperate fully with City and any subsequent Discarded Materials 3107 enterprise it designates to assure a smooth transition of Discarded Materials Handling Services. 3108 Contractor's cooperation shall include, but not be limited to, providing both the City and subsequent 3109 Discarded Materials enterprise with route lists, Billing information, lists of gate or other access codes 3110 and information needed for entry to service areas, Container placement areas by address, levels of 3111 service including any special needs or services required by each location, and other operating records 3112 needed to service all Premises covered by this Agreement. In recognition of the difficulty inherent in 3113 Customer’s difficulty or inability to store two sets of Containers, Contractor shall remove its Containers 3114 in coordination with the distribution of Containers by the incoming service provider. Contractor shall 3115 cooperate with the City and incoming service provider in agreeing to the timing of Container removal; if 3116 Parties cannot agree on a phase-out schedule and Contractor does not remove Containers in a timely 3117 manner that requires Customers to store two (2) sets of Containers, City, incoming service provider, or 3118 another entity may remove Contractor’s Containers and seek cost reimbursement from Contractor 3119 through its performance bond, letter of credit or other means. The failure to cooperate with City 3120 following termination shall be conclusively presumed to be grounds for specific performance of this 3121 covenant and/or other equitable relief necessary to enforce this covenant. 3122

City of Garden Grove Franchise Agreement
June 28, 2022 Page 79 City of Garden Grove
Contractor shall, to the maximum extent feasible provide a new service provider with all keys, security 3123 codes and remote controls used to access garages and Bin enclosures. Contractor shall be responsible 3124 for coordinating Transfer immediately after Contractor’s final pickups, so as not to disrupt service. 3125 Contractor shall provide City with detailed route sheets containing service names and addresses, Billing 3126 names and addresses, monthly Rate and Service Levels (quantity, material type, and size of Containers 3127 and pickup days) at least ninety (90) days prior to the transition date and provide an updated list two 3128 weeks before the transition and a final list of changes the day before the transition. Contractor shall 3129 provide means of access to the new service provider at least one (1) full calendar day (excluding 3130 Saturday, Sunday, and Holidays as defined in Exhibit A) prior to the first day of Collection by another 3131 party, and always within sufficient time so as not to impede in any way the new service provider from 3132 easily servicing all Containers. 3133
Contractor to provide documentation of any Customer declining request to provide keys, security codes, 3134 and/or remote controls used to access garages and Container enclosures. 3135

13.11 Contractor's Investigation 3136
Contractor has made an independent investigation (satisfactory to it) of the conditions and 3137 circumstances surrounding the Agreement and the work to be performed by it. 3138

13.12 Condemnation 3139
City fully reserves the rights to acquire Contractor's property utilized in the performance of this 3140 Agreement, by purchase or through the exercise of the right of eminent domain. This provision is 3141 additive, and not intended to alter the rights of the Parties set forth in Article 10. 3142

13.13 Notice Procedures 3143
All notices, demands, requests, proposals, approvals, consents, and other communications, which this 3144 Agreement requires, authorizes, or contemplates, shall be in writing and shall either be personally 3145 delivered to a representative of the Parties at the address below or deposited in the United States mail, 3146 first class postage prepaid, addressed as follows: 3147 If to City: 3148
City of Garden Grove 3149
Attn: City Manager 3150
11222 Acacia Parkways 3151
Garden Grove, California 92840 3152
3153
If to Contractor: 3154
General Manager 3155
Republic Services 3156
1131 N. Blue Gum Street 3157
Anaheim, California 92806 3158
3159
The address to which communications may be delivered may be changed from time to time by a notice 3160 given in accordance with this Section 13.13. Notice shall be deemed given on the day it is personally 3161

City of Garden Grove Franchise Agreement
June 28, 2022 Page 80 City of Garden Grove
delivered or, if mailed, three (3) calendar days from the date it is deposited in the mail. Either Party may 3162 choose to provide email notification to the other Party that notice has been deposited in the mail; 3163 however, such email notification shall not constitute official notice. 3164

13.14 Representatives of the Parties 3165
References in this Agreement to the “City” shall mean the City’s elected body and all actions to be taken 3166 by City except as otherwise provided in this Section 13.14. Each reference to an act performed by, or 3167 obligation of the City Manager in this Agreement is itself a delegation of authority from the City. The City 3168 may delegate, in writing, further authority to the City Manager and/or to other City officials and may 3169 permit such officials, in turn, to delegate in writing some or all of such authority to subordinate officers. 3170 The Contractor may rely upon actions taken by such delegates if they are within the scope of the 3171 authority properly delegated to them. 3172
The Contractor shall, by the Effective Date, designate in writing a responsible officer who shall serve as 3173 the representative of the Contractor in all matters related to the Agreement and shall inform City in 3174 writing of such designation and of any limitations upon his or her authority to bind the Contractor. City 3175 may rely upon action taken by such designated representative as actions of the Contractor unless they 3176 are outside the scope of the authority delegated to him/her by the Contractor as communicated to City. 3177

13.15 Compliance with Municipal Code and Code of Regulations 3178 Contractor shall comply with those provisions of the Municipal Code of City and District’s Code of 3179 Regulations which are applicable, and with any and all amendments to such applicable provisions during 3180 the Term of this Agreement, which further constitutes a change in Applicable Law within the meaning of 3181 this Agreement. 3182

13.16 Cooperation Following Termination 3183
At the end of the Term or in the event this Agreement is terminated prior to the end of the Term, 3184 Contractor shall cooperate fully with City and any subsequent Contractor to assure a smooth transition 3185 of Discarded Materials management services. Contractor's cooperation shall include, but not be limited 3186 to, providing operating records needed to service all properties covered by this Agreement. City may 3187 further use Contractor’s Customer information in the procurement of a new contract for Discarded 3188 Materials management services. The failure to cooperate with City following termination or in the 3189 procurement of a new contract shall be conclusively presumed to be grounds for specific performance 3190 of this covenant and/or other equitable relief necessary to enforce this covenant. 3191

13.17 Compliance with Immigration Laws3192
Contractor shall be knowledgeable of and comply with all local, State, and Federal laws which may apply 3193 to the performance of this Agreement. Contractor warrants and represents that all of its employees, 3194 including any and all prospective employees hired to perform services for the City under this Agreement 3195 and the employees of any Subcontractor retained by the Contractor to perform a portion of the services 3196 under this Agreement, are and will be authorized to perform the services contemplated by this 3197 Agreement in full compliance with all applicable State and Federal laws, rules and regulations, including, 3198 but not limited to, the Immigration Nationality Act of 1952 (commencing with Section 1101 of Title 8 of 3199 the United States Code), and the Immigration Nationality and the Immigration Reform and Control Act 3200 of 1986 (commencing with Section 1324a of Title 8 of the United States Code), as amended. Contractor 3201

City of Garden Grove Franchise Agreement
June 28, 2022 Page 81 City of Garden Grove
agrees to verify the legal status of all of its employees and provide documentation of such verification 3202 whenever requested by the City. If Contractor discovers that any employee it has retained is not in 3203 compliance with Immigration Laws, Contractor agrees to terminate such employee. 3204

13.18 Guarantee of Contractor's Performance 3205
Pursuant to a guarantee in substantially the form attached as Exhibit G, Republic Waste Services of 3206 Southern California, LLC, a corporation which owns all of the issued and outstanding common stock of 3207 Contractor, has agreed to guarantee Contractor's performance of this Agreement. The Guarantee is 3208 being provided no later than ten (10) days subsequent to the execution of this Agreement. 3209 ARTICLE 14. 3210
MISCELLANEOUS AGREEMENTS 3211

14.1 Entire Agreement 3212
This Agreement is the entire agreement between the Parties with respect to the subject matter hereof 3213 and supersedes all prior and contemporaneous oral and written agreements and discussions. Each Party 3214 has cooperated in the drafting and preparation of this Agreement and this Agreement shall not be 3215 construed against any Party on the basis of drafting. This Agreement may be amended only by an 3216 agreement in writing, signed by each of the Parties hereto. 3217

14.2 Section Headings 3218
The article headings and section headings in this Agreement are for convenience of reference only and 3219 are not intended to be used in the construction of this Agreement nor to alter or affect any of its 3220 provisions. 3221

14.3 References to Laws 3222
All references in this Agreement to laws and regulations shall be understood to include such laws as 3223 they may be subsequently amended or recodified, unless otherwise specifically provided herein. 3224

14.4 Interpretation 3225
This Agreement, including the Exhibits attached hereto, shall be interpreted and construed reasonably 3226 and neither for nor against either Party, regardless of the degree to which either Party participated in its 3227 drafting. 3228

14.5 Amendments 3229
This Agreement may not be modified or amended in any respect except in writing signed by the Parties. 3230

14.6 Severability 3231
If any non-material provision of this Agreement is for any reason deemed to be invalid and 3232 unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining 3233 provisions of this Agreement, which shall be enforced as if such invalid or unenforceable provision had 3234 not been contained herein. 3235

City of Garden Grove Franchise Agreement
June 28, 2022 Page 82 City of Garden Grove

14.7 Counterparts 3236
This Agreement may be executed in counterparts, each of which shall be considered an original. 3237

14.8 Exhibits 3238
**Each of the Exhibits identified as Exhibit “A” through “O” is attached hereto and incorporated herein 3239 and made a part hereof by this reference. In the event of a conflict between the terms of this 3240 Agreement and the terms of an Exhibit, the terms of this Agreement shall control. In the event of a 3241 conflict between Exhibit J, and any other Exhibit(s), such other Exhibit(s) shall control. 3242

14.9 Non-Waiver Provision 3243
Failure of either Party to exercise any of the remedies set forth herein within the time periods provided 3244 for shall not constitute a waiver of any rights of that Party with regard to that failure to perform or 3245 subsequent failures to perform whether determined to be a breach, excused performance, or 3246 unexcused defaults by the other Party. 3247

14.10 Attorneys’ Fees 3248
If either Party to this Agreement is required to initiate or defend or is made a Party to any action or 3249 proceeding in any way connected with this Agreement, the prevailing Party in such action or proceeding, 3250 in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to 3251 reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and, in addition, 3252 a Party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such 3253 action, taking depositions and discovery and all other necessary costs the court allows which are 3254 incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such 3255 action and shall be enforceable whether or not such action is prosecuted to judgment. 3256

City of Garden Grove Franchise Agreement
June 28, 2022 Page 83 City of Garden Grove
IN WITNESS WHEREOF, this Agreement is entered by the Parties hereto in Orange County, California on 3257 the day and year first above written. 3258
City of Garden Grove,
A Municipal Corporation
“CONTRACTOR”
City Manager Date Signature Date
Garden Grove Sanitary District , a California
special district
Print Name of Signatory
General Manager Date Title of Signatory
Signature Date
Print Name of Signatory
Title of Signatory
APPROVED AS TO FORM:

City Attorney/General Counsel Date City Business License # ATTEST:

City Clerk/Secretary Date
3259

EXHIBIT A:

DEFINITIONS

EXHIBIT A

DEFINITIONS
June 28, 2022 Page A-1 Franchise Agreement, Exhibit A
For purposes of this Agreement, unless a different meaning is clearly required, the following words and phrases shall have the following meanings respectively ascribed to them by this Exhibit and shall be capitalized throughout this Agreement:
“AB 1826” means the Organic Waste Recycling Act of 2014 (Chapter 727, Statutes of 2014 modifying Division 30 of the California Public Resources Code), also commonly referred to as "AB 1826," as amended, supplemented, superseded, and replaced from time to time. “AB 341” means the California Jobs and Recycling Act of 2011 (Chapter 476, Statues of 2011 [Chesbro, AB 341]), also commonly referred to as “AB 341”, as amended, supplemented, superseded, and replaced from time to time.
“AB 939” means the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code), also commonly referred to as "AB 939," as amended, supplemented, superseded, and replaced from time to time.
“Abandoned Waste” means Recyclable Materials, Organic Materials, Solid Waste, C&D, Excluded Waste, Bulky Items, or other materials which have been abandoned, littered, or illegally dumped in the public right of way or on public or City property.
“Agreement” means this Agreement between City and Contractor, including all exhibits, and any future amendments hereto.
“Applicable Law” means all Federal, State, County, and local laws, regulations, rules, orders, judgments, degrees, permits, approvals, or other requirement of any governmental agency having jurisdiction over the Collection, Transportation, and Processing of Recyclable Materials, Organic Materials, and Solid Waste that are in force on the Effective Date and as may be enacted, issued or amended during the Term of this Agreement. Applicable Law includes, but is in no way limited to, AB 939, AB 341, AB 1826, and SB 1383. “Approved C&D Facility” means the C&D facility(ies) identified in Exhibit N. “Approved Facility(ies)” means any one (1) of or any combination of the: Approved Recyclable Materials Processing Facility; Approved Organic Materials Processing Facility; Approved Transfer Facility; Approved C&D Facility; and/or Approved Reusable Materials Processing Facility. “Approved Organic Materials Processing Facility” means the Organics Materials Processing Facility(ies) identified in Exhibit N.
“Approved Processing Facility(ies)” means any one (1) of or any combination of the: Approved Recyclable Materials Processing Facility; Approved Organic Materials Processing Facility; Approved C&D Facility; or, Approved Reusable Materials Processing Facility.
“Approved Recyclable Materials Processing Facility” means the Recyclable Materials Processing Facility(ies) identified in Exhibit N.
“Approved Reusable Materials Processing Facility” means the Reusable Materials Processing Facility(ies) identified in Exhibit N.

EXHIBIT A

DEFINITIONS
June 28, 2022 Page A-2 Franchise Agreement, Exhibit A
“Approved Transfer Facility” means Transfer facility(ies) identified in Exhibit N. “Bin” means a Container with capacity of approximately one (1) to eight (8) cubic yards, with a hinged lid, and with wheels (where appropriate), that is serviced by a front end-loading Collection vehicle, including Bins with Compactors attached to increase the capacity of the Bin. “Blue Container” means a Container where either: (a) the lid of the Container is in blue color, or (b) the body of the Container is blue in color and the lid is either blue, gray, or black in color. Hardware such as hinges and wheels on a Blue Container may be any color. Blue Containers shall be used for the purpose of storage and Collection of Source Separated Recyclable Materials, which includes non-putrescible and non- hazardous Recyclable wastes such as cans, metals, plastics, and glass, or as otherwise defined in 14 CCR Section 18982(a)(43).
“Brown Container” means a Container for the purpose of storage and Collection of Source Separated Food Waste and has the same meaning as in 14 CCR Section 18982.2(a). "Bulky Item" means discarded Appliances (including refrigerators), furniture, tires, carpets, mattresses, E-Waste, bundled and tied Yard Trimmings and/or wood waste, and similar large items which can be handled by two (2) people, weigh no more than two hundred (200) pounds, and require special Collection due to their size or nature, but can be Collected without the assistance of special loading equipment (such as forklifts or cranes) and without violating vehicle load limits. Customer must have generated the Bulky Items at the service address wherein the Bulky Items are Collected. Bulky Items do not include abandoned automobiles, large auto parts, trees, Construction and Demolition Debris, or items herein defined as Excluded Waste.
“Business Days” mean days during which the City offices are open to do business with the public. “California Code of Regulations (CCR)” means the State of California Code of Regulations. CCR references in this Agreement are preceded with a number that refers to the relevant Title of the CCR (e.g., “14 CCR” refers to Title 14 of CCR).
“CalRecycle” means California's Department of Resources Recycling and Recovery. “Cardboard” means corrugated fiberboard consisting of a fluted corrugated sheet and one (1) or two (2) flat linerboards, as is often used in the manufacture of shipping containers and corrugated boxes.

Cardboard is a subset of Recyclable Materials.
“Cart” means a plastic Container with a hinged lid and wheels that is serviced by an automated or semi- automated Collection vehicle. A Cart has capacity of 20, 35, 64 or 96 gallons (or similar volumes). “Change in Law” means any of the following events or conditions that has a material and adverse effect on the performance by the Parties of their respective obligations under this Agreement (except for payment obligations):

A. The enactment, adoption, promulgation, issuance, modification, or written change in administrative or judicial interpretation of any Applicable Law on or after the Effective Date; or,

EXHIBIT A

DEFINITIONS
June 28, 2022 Page A-3 Franchise Agreement, Exhibit A
B. The order or judgment of any governmental body, on or after the Effective Date, to the extent such order or judgment is not the result of willful or negligent action, error or omission or lack of reasonable diligence of City or of the Contractor, whichever is asserting the occurrence of a Change in Law; provided, however, that the contesting in good faith or the failure in good faith to contest any such order or judgment shall not constitute or be construed as such a willful or negligent action, error or omission or lack of reasonable diligence.
“City” means the City of Garden Grove, a municipal corporation, and all the territory lying within its boundaries as presently existing or as such boundaries may be modified during the Term of this Agreement.
“City Council” means the duly elected representative council, or its successor municipal governing body, of the City.
“City Fees” means all fees payable to the City, identified and referenced in Article 7 of this Agreement. "City Limits" and “District Limits” means the territorial boundaries of the City and the District, respectively, together with all amendments and changes thereto, which boundaries are depicted on maps, incorporated herein by reference, that are kept on file in the office of the City Clerk of the City of Garden Grove, and which are from time to time amended to reflect changes. “City Manager” means the City Manager of the City of Garden Grove or their designee. The City Manager is, by adopted regulations of the District’s Board of Directors, the General Manager of the District. “Collect” or “Collection” (or any variation thereof) means the act of taking possession of Recyclable Materials, Organic Materials, Solid Waste, Bulky Items, and other material at the place of generation in City.
“Commercial Business or Commercial” shall mean a firm, partnership, proprietorship, joint-stock company, corporation, or association, whether for-profit or nonprofit, strip mall, industrial facility, or a Multi-Family Dwelling. A Multi-Family Dwelling that consists of fewer than five (5) units is not a Commercial Business.
“Commercial Edible Food Generator” includes Tier One Commercial Edible Food Generators and Tier Two Commercial Edible Food Generators, or as otherwise defined in 14 CCR Section 18982(a)(7). For the purposes of this definition, Food Recovery Organizations and Food Recovery Services are not Commercial Edible Food Generators, or as otherwise specified by 14 CCR Section 18982(a)(7). “Commercial Premises” includes Premises upon which business activity is conducted including, but not limited to, retail sales, services, wholesale operations, manufacturing and industrial operations and Multi- Family Residential facilities, but excluding Residential Premises upon which business activities are conducted when such activities are permitted under applicable zoning regulations and are not the primary use of the property. Notwithstanding any provision to the contrary herein, Premises upon which Multi- Family facilities, hotels and motels are operated, shall be deemed to be Commercial Premises.

EXHIBIT A

DEFINITIONS
June 28, 2022 Page A-4 Franchise Agreement, Exhibit A
“Community Composting” means any activity that Composts green material, agricultural material, food material, and vegetative food material, alone or in combination, and the total amount of feedstock and Compost on-site at any one (1) time does not exceed one hundred (100) cubic yards and seven hundred fifty (750) square feet, as specified in 14 CCR Section 6 17855(a)(4); or as otherwise defined in 14 CCR Section 18982(a)(8).
“Compactor” means a mechanical apparatus that compresses materials together with the Container that holds the compressed materials or the Container that holds the compressed materials if it is detached from the mechanical compaction apparatus. Compactors include two (2) to eight (8) cubic yard Bin Compactors serviced by front-end loader Collection vehicles and ten (10) to forty (40) cubic yard Roll-Off Box Compactors serviced by roll-off Collection vehicles. “Complaint” shall mean each written or orally communicated statement made by any Person, whether to City or Contractor, alleging: (1) non-performance, or deficiencies in Contractor’s performance, of its duties under this Agreement; (2) a violation by Contractor of this Agreement; or, (3) an SB 1383 Non-Compliance Complaint.
“Compostable Plastics” or “Compostable Plastic” means plastic materials that meet the ASTM D6400 standard for Compostability.
“Composting” or “Compost” (or any variation thereof) includes a controlled biological decomposition of Organic Materials yielding a safe and nuisance free Compost product. “Construction and Demolition Debris (C&D)” includes discarded building materials, packaging, debris, and rubble resulting from construction, alteration, remodeling, repair, or demolition operations on any pavements, excavation projects, houses, Commercial buildings, or other structures, excluding Excluded Waste. Construction and Demolition Debris includes rocks, soils, tree remains, and other Yard Trimmings which results from land clearing or land development operations in preparation for construction. “Container(s)” mean Bins, Carts, Compactors, and Roll-Off Boxes. “Contamination Processing Fee Notice” means the notice as described in Section 4.10.A.5. “Contractor” means Republic Waste Services of Southern California, LLC dba, Garden Grove Disposal, organized and operating under the laws of the State and its officers, directors, employees, agents, companies, related-parties, affiliates, subsidiaries, and Subcontractors. “Contractor’s Compensation” means the monetary compensation received by Contractor in return for providing services in accordance with this Agreement as described in Article 8. “Contractor’s Contract Administrator” means the individual authorized by Contractor as described by Section 5.7.D.1.
“County” means the County of Orange, a political subdivision of the State of California. "County Agreement" means that certain waste Disposal agreement, as the same may be amended from time to time, entered into among various Orange County cities, including specifically the City of Garden

EXHIBIT A

DEFINITIONS
June 28, 2022 Page A-5 Franchise Agreement, Exhibit A
Grove and/or Garden Grove Sanitary District, and the County of Orange relating to the use of County landfills for the Disposal of Solid Waste collected in such cities, and which is on file in the office of City's City Clerk. Exhibit M contains the County waste Disposal agreement, which was current as of the Effective Date of this Agreement.
“Courtesy Pick-Up Notice” means the Contractor’s notice to Customer(s) as described in Section 4.10.A.3. “Curb” or “Curbside” (or any variation thereof) means the cornered edging between the street and sidewalk. Curb or Curbside also means and describes the location of a Collection Container for pick-up, where such Container is placed on the street or alley against the face of the Curb, or where no Curb exists, the Container is placed not more than five (5) feet from the outside edge of the street or alley nearest the property’s entrance.
“Customer” means the Person whom Contractor submits its billing invoice to and collects payment from for Collection services provided to a Premises. The Customer may be either the Occupant or Owner of the Premises.
“Customer Account Information Database” means the Customer Account Information Database as identified in Section 4.6 that shall be developed, maintained, and monitored in accordance with the requirements of this Agreement.
“Customer Type” means the Customer’s sector category including, but not limited to, Single-Family, Multi-Family, Commercial, Roll-Off Box, and City.
“Designated Disposal Facility(ies)” means the Orange County Landfill Disposal Facilities that are owned and operated by the County of Orange.
“Designated Waste” Designated Waste consists of those substances classified as Designated Waste by the State, in Section 13173 of the California Water Code ((CA Water Code § 13173 (2017) as may be amended from time to time, and is defined as either of the following:

A. Hazardous Waste that has been granted a variance from Hazardous Waste management requirements pursuant to Section 25143 of the Health and Safety Code.

B. Nonhazardous waste that consists of, or contains, pollutants that, under ambient environmental conditions at a waste management unit, could be released in concentrations exceeding applicable water quality objectives or that could reasonably be expected to affect beneficial uses of the waters of the State as contained in the appropriate State water quality control plan. “Discarded Materials” means Recyclable Materials, Organic Materials, and Solid Waste placed by a Generator in a receptacle and/or at a location for the purposes of Collection by Contractor, excluding Excluded Waste.
“Disposal” or “Dispose” (or any variation thereof) means the final disposition of Solid Waste, or Processing Residue at a Disposal Facility.
“Disposal Facility” means a landfill, or other facility for ultimate Disposal of Solid Waste.

EXHIBIT A

DEFINITIONS
June 28, 2022 Page A-6 Franchise Agreement, Exhibit A
“Divert” or “Diversion” (or any variation thereof) means to prevent Discarded Materials from Disposal at landfill or transformation facilities, (including facilities using incineration, pyrolysis, distillation, gasification, or biological conversion methods) through source reduction, reuse, Recycling, Composting, anaerobic digestion or other method of Processing, subsequent to the provisions of AB 939. Diversion is a broad concept that is to be inclusive of material handling and Processing changes that may occur over the Term including, but not limited to, changes in standard industry practice or implementation of innovative (but not necessarily fully proven) techniques or technology that reduce Disposal risk, decrease costs and/or are for other reasons deemed desirable by the City. “Dwelling Unit” means any individual living unit in a; Single-Family Dwelling (SFD) or Multi-Family Dwelling (MFD) structure or building, a mobile home, or a motor home located on a permanent site intended for, or capable of being utilized for, Residential living other than a Hotel or Motel. “Edible Food” means food intended for human consumption. For the purposes of this Agreement, Edible Food is not Solid Waste if it is recovered and not discarded. Nothing in this Agreement requires or authorizes the recovery of Edible Food that does not meet the food safety requirements of the California Retail Food Code. If the definition in 14 CCR Section 18982(a)(18) for Edible Food differs from this definition, the definition in 14 CCR Section 18982(a)(18) shall apply to this Agreement. “Effective Date” means the date on which the latter of the two (2) Parties signs this Amended and Restated Agreement.
“E-Waste" means discarded electronic equipment including, but not limited to, televisions, computer monitors, central processing units (CPUs), laptop computers, computer peripherals (including external hard drives, keyboards, scanners, and mice), printers, copiers, facsimile machines, radios, stereos, stereo speakers, VCRs, DVDs, camcorders, microwaves, telephones, cellular telephones, and other electronic devices. Some E-Waste or components thereof may be Hazardous Waste or include Hazardous Substances and thus require special handling, Processing, or Disposal. “Excluded Waste” means Hazardous Substance, Hazardous Waste, Infectious Waste, Designated Waste, volatile, corrosive, biomedical, infectious, biohazardous, and toxic substances or material, waste that Contractor reasonably believes would, as a result of or upon Disposal, be a violation of local, State or Federal law, regulation or ordinance, including land use restrictions or conditions, waste that cannot be Disposed of in Class III landfills, waste that in Contractor’s reasonable opinion would present a significant risk to human health or the environment, cause a nuisance or otherwise create or expose Contractor or City to potential liability; but not including de minimis volumes or concentrations of waste of a type and amount normally found in Residential Solid Waste after implementation of programs for the safe Collection, Recycling, treatment, and Disposal of batteries and paint in compliance with Sections 41500 and 41802 of the California Public Resources Code. Excluded Waste does not include Used Motor Oil and Filters, or household batteries when properly placed for Collection by Contractor as set forth in this Agreement.
“Federal” means belonging to or pertaining to the Federal government of the United States. “Field Supervisor” means the individual authorized by Contractor as described by Section 5.7.D.2.

EXHIBIT A

DEFINITIONS
June 28, 2022 Page A-7 Franchise Agreement, Exhibit A
“Flow Control” means City right to direct Discarded Materials to a facility of the City’s choosing. “Food Recovery” means actions to Collect and distribute food for human consumption which otherwise would be Disposed, or as otherwise defined in 14 CCR Section 18982(a)(24). “Food Recovery Organization” means an entity that primarily engages in the Collection or receipt of Edible Food from Commercial Edible Food Generators and distributes that Edible Food to the public for Food Recovery either directly or through other entities, including, but not limited to:

A. A food bank as defined in Section 113783 of the Health and Safety Code; B. A nonprofit charitable organization as defined in Section 113841 of the Health and Safety code; and, C. A nonprofit charitable temporary food facility as defined in Section 113842 of the Health and Safety Code.

If the definition in 14 CCR Section 18982(a)(25) for Food Recovery Organization differs from this definition, the definition in 14 CCR Section 18982(a)(25) shall apply to this Agreement. “Food Recovery Service” means a Person or entity that Collects and Transports Edible Food from a Commercial Edible Food Generator to a Food Recovery Organization or other entities for Food Recovery; or as otherwise defined in 14 CCR Section 18982(a)(26). “Food Scraps" means those Discarded Materials that will decompose and/or putrefy including: (i) all kitchen and table Food Waste; (ii) animal or vegetable waste that is generated during or results from the storage, preparation, cooking or handling of food stuffs; (iii) fruit waste, grain waste, dairy waste, meat, and fish waste; and, (iv) vegetable trimmings, houseplant trimmings and other Compostable Organic Waste common to the occupancy of Residential dwellings. Food Scraps are a subset of Food Waste. “Food-Soiled Paper” means Compostable paper material that has come in contact with Food Scraps or liquid, such as, but not limited to, Compostable paper plates, paper coffee cups, napkins, pizza boxes, and milk cartons.
“Food Waste” means Source Separated Food Scraps, Food-Soiled Paper, and Compostable Plastics. Food Waste is a subset of Organic Materials.
“Franchise Fee” means the fee paid by Contractor to the City as described in Section 7.1. “Garbage and Trash Collection Index” or “GTCI” means the Garbage and Trash Collection index (GTCI) (CUUR0000SEHG02) in U.S. city average, all urban consumers, not seasonally adjusted. “Generator” means any Person whose act or process produces Discarded Materials as defined in the Public Resources Code, or whose act first causes Discarded Materials to become subject to regulation. “Gray Container” means a Container where either: (a) the lid of the Container is gray or black in color, or (b) the body of the Container is entirely gray or black in color and the lid is gray or black in color. Hardware

EXHIBIT A

DEFINITIONS
June 28, 2022 Page A-8 Franchise Agreement, Exhibit A
such as hinges and wheels on a Gray Container may be any color. Gray Containers shall be used for the purpose of storage and Collection of Gray Container Waste. “Gray Container Waste” means Solid Waste that is Collected in a Gray Container that is part of a three- or four-Container Organic Waste Collection service that prohibits the placement of Organic Waste in the Gray Container as specified in 14 CCR Sections 18984.1(a) and (b). “Green Container” means a Container where either: (a) the lid of the Container is green in color, or (b) the body of the Container is green in color and the lid is green, gray, or black in color. Hardware such as hinges and wheels on a Green Container may be any color. Green Containers shall be used for the purpose of storage and Collection of Source Separated Green Container Organic Waste, which includes Green Waste and Organic Waste.
"Gross Receipts" shall mean and include all monies, fees, charges, consideration, and revenue received or imputed to Republic and/or any Affiliate of Republic, in connection with, arising from, or in any way attributable to the Solid Waste handling services carried out by or on behalf of Republic pursuant to this Agreement. Gross Receipts includes, without limitation, all Customer charges imposed and collected for Solid Waste handling services, other fees imposed and collected by Republic pursuant to this Agreement and fees imposed and collected in connection with temporary services. In calculating the total amount of Gross Receipts no deductions or subtractions of any kind shall be made, such as Franchise Fees, other payments made by Republic to City pursuant to this Agreement, fines, penalties, claims, settlements, judgments, or any other cost of doing business. If an administrative fee (an “AB 939 Fee”) is established by City and collected by Republic pursuant to Public Resources Code Sections 41901-02 and notwithstanding anything in this definition to the contrary, for purposes of calculating Franchise Fees due to City by Republic, Gross Receipts shall be deemed to not include an amount equal to AB 939 Fees collected by Republic and paid to City. Notwithstanding the foregoing, revenue received from the sale of Recyclables shall be excluded from Gross Receipts.
“Hazardous Substance” means any of the following: (a) any substances defined, regulated or listed (directly or by reference) as "Hazardous Substances", "hazardous materials", "Hazardous Wastes", "toxic waste", "pollutant", or "toxic substances", or similarly identified as hazardous to human health or the environment, in or pursuant to: (i) the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) of 1980, 42 USC §9601 et seq. (CERCLA); (ii) the Hazardous Materials Transportation Act, 49 USC §1802, et seq.; (iii) the Resource Conservation and Recovery Act, 42 USC §6901 et seq.; (iv) the Clean Water Act, 33 USC §1251 et seq.; (v) California Health and Safety Code §§25115-25117, 25249.8, 25281, and 25316; (vi) the Clean Air Act, 42 USC §7901 et seq.; and, (vii) California Water Code §13050; (b) any amendments, rules or regulations promulgated thereunder to such enumerated statutes or acts currently existing or hereafter enacted; and, (c) any other hazardous or toxic substance, material, chemical, waste or pollutant identified as hazardous or toxic or regulated under any other Applicable Law currently existing or hereinafter enacted, including, without limitation, friable asbestos, polychlorinated biphenyl’s (PCBs), petroleum, natural gas, and synthetic fuel products, and by-products. “Hazardous Waste” means all substances defined as Hazardous Waste, acutely Hazardous Waste, or extremely Hazardous Waste by the State in Health and Safety Code §25110.02, §25115, and §25117 or in the future amendments to or recodifications of such statutes or identified and listed as Hazardous Waste by the U.S. Environmental Protection Agency (EPA), pursuant to the Federal Resource Conservation and

EXHIBIT A

DEFINITIONS
June 28, 2022 Page A-9 Franchise Agreement, Exhibit A
Recovery Act (42 USC §6901 et seq.), all future amendments thereto, and all rules and regulations promulgated thereunder.
“Holidays” are defined as New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
“Household Hazardous Waste” or “HHW” means Hazardous Waste generated at Residential Premises within the City. HHW includes: paint, stain, varnish, thinner, adhesives, auto products such as old fuel, Used Motor Oil and Filter, Used Oil Filter, batteries, household batteries, fluorescent bulbs , tubes, cleaners and sprays, pesticides, fertilizers and other garden products, needles, syringes, and lancets. “Infectious Waste” means biomedical waste generated at hospitals, public or private medical clinics, dental offices, research laboratories, pharmaceutical industries, blood banks, mortuaries, veterinary facilities, and other similar establishments that are identified in Health and Safety Code Section 25117.5 as may be amended from time to time.
“Liquidated Damages” means the amounts due by Contractor for failure to meet specific quantifiable standards of performance as described in Section 11.6.
“Mulch” means a layer of material applied on top of soil, and, for the purposes of the Agreement, Mulch shall conform with the following conditions, or conditions as otherwise specified in 14 CCR Section 18993.1(f)(4):

A. Meets or exceeds the physical contamination, maximum metal concentration, and pathogen density standards for land applications specified in 14 CCR Section 17852(a)(24.5)(A)(1) through (3).

B. Was produced at one (1) or more of the following types of Facilities:

1. A Compostable material handling operation or facility as defined in 14 CCR Section 17852(a)(12), that is permitted or authorized under Division 7 of Title 14 of the CCR, other than a chipping and grinding operation or facility as defined in 14 CCR Section 17852(a)(10); Guidance: Note that this criteria disallows Mulch produced from chipping and grinding operations to count toward fulfillment of a jurisdiction’s annual Organic Waste product procurement target;

2. A Transfer/Processing Facility or Transfer/Processing operation as defined in 14 CCR Section 17402(a)(30) and (31), respectively, that is permitted or authorized under 14 CCR, Division 7, Chapter 12; or,

3. A Solid Waste landfill as defined in PRC Section 40195.1 that is permitted under 27 CCR, Division 2.
“Multi-Family,” “Multi-Family Dwelling,” or “MFD” means any Residential Premises, other than a Single- Family Premises, with five (5) or more Dwelling Units used for Residential purposes (regardless of whether residence therein is temporary or permanent), including such Premises when combined in the same building with Commercial establishments, that receive centralized, shared, Collection service for all units on the Premises which are billed to one (1) Customer at one (1) address. Customers residing in

EXHIBIT A

DEFINITIONS
June 28, 2022 Page A-10 Franchise Agreement, Exhibit A
Townhouses, mobile homes, condominiums, or other structures with five (5) or more Dwelling Units who receive individual service and are billed separately shall not be considered Multi-Family. "Municipal Code" means City's Municipal Code of Ordinances, the District’s Code of Regulations, and all uncodified ordinances duly adopted by City, and as amended from time to time. “Non-Collection Notice” means the notice as described in Section 4.10.A.4. “Occupant” means the Person who occupies a Premises.
“Organic Materials” or “Organics” means Yard Trimmings and Food Waste, individually or collectively. No Discarded Material shall be considered to be Organic Materials, however, unless it is separated from Recyclable Material and Solid Waste. Organic Materials are a subset of Organic Waste. “Organic Waste” means wastes containing material originated from living organisms and their metabolic waste products including, but not limited to, food, Yard Trimmings, organic textiles and carpets, lumber, wood, paper products, printing and writing paper, manure, biosolids, digestate, and sludges, or as otherwise defined in 14 CCR Section 18982(a)(46). Biosolids and digestate are as defined in 14 CCR Section 18982(a)(4) and 14 CCR Section 18982(a)(16.5), respectively. “Owner” means the Person(s) holding legal title to real property and/or any improvements thereon, and shall include the Person(s) listed on the latest equalized assessment roll of the County Assessor. “Party” or “Parties” refers to the City and Contractor, individually or together. “Person(s)” means any individual, firm, association, organization, partnership, consortium, corporation, trust, joint venture, Commercial entity, governmental entity, public entity, or any other legal Person. “Premises” means any land or building in the City where Recyclable Materials, Organic Materials, or Solid Waste are generated or accumulated.
“Prior Agreement” means the “Agreement Between City of Garden Grove, Garden Grove Sanitary District and Republic Waste Services of Southern California, LLC dba Garden Grove Disposal for Solid Waste Handling Services,” and all amendments thereof.
“Processing” or “Process” means to prepare, treat, or convert through some special method. “Processing Facility” means any plant or site used for the purpose of sorting, cleansing, treating or reconstituting Recyclable Materials, or Reusable Materials for the purpose of making such material available for Recycling or reuse or the facility for the Processing and/or Composting of Organic Materials. “Prohibited Container Contaminants” means the following: (i) Discarded Materials placed in the Blue Container that are not identified as acceptable Recyclable Materials for the City’s Collection program; (ii) Discarded Materials placed in the Green or Brown Container that are not identified as acceptable Organic Materials for the City’s Collection program; (iii) Discarded Materials placed in the Gray Container that are acceptable Recyclable Materials and/or Organic Materials to be placed in the City’s Blue, Green or Brown

EXHIBIT A

DEFINITIONS
June 28, 2022 Page A-11 Franchise Agreement, Exhibit A
Containers or otherwise managed under the City’s Collection program; and, (iv) Excluded Waste placed in any Container.
“Proprietary Information” or “Proprietary” means that information provided by Contractor to the City which is protected from disclosure by the California Public Records Act and meets that definition of Proprietary Information. Nothing shall be considered Proprietary which is required to be submitted to the City in any report described in this Agreement. Contractor’s Customer lists for Customers served under this Agreement are specifically not considered Proprietary for the purposes of this Agreement, however, the City may protect such information from disclosure consistent with the provisions of the Public Records Act.
“Public Street” means all City-owned and maintained paved areas between the normal Curb line of a roadway, including public parking lots, roadway dividers, and medians. “Rate” means the maximum amount, expressed as a dollar unit, approved by the City that the Contractor may bill a Customer for providing services under this Agreement. A Rate has been established for each individual Service Level and the initial Rates for Rate Period Zero and Rate Period One are presented in Exhibit D. The Rates approved by City are the maximum Rate that Contractor may charge a Customer and Contractor may, in its sole discretion, charge any amount up to and including the maximum Rate approved by the City.
“Rate Period” means a twelve (12) month period, commencing July 1 and concluding June 30. “Recyclable Materials” or “Recyclables” means those Discarded Materials that: the Generators set out in Recyclables Containers for Collection for the purpose of Recycling by the Contractor and that exclude Excluded Waste. No Discarded Materials shall be considered Recyclable Materials unless such material is separated from Organic Materials, and Solid Waste. Recyclable Materials shall include, but not be limited to: newspaper (including inserts, coupons, and store advertisements); mixed paper (including office paper, computer paper, magazines, junk mail, catalogs, brown paper bags, brown paper, paperboard, paper egg cartons, telephone books, grocery bags, colored paper, construction paper, envelopes, legal pad backings, shoe boxes, gabletop beverage containers, cereal, and other similar food boxes yet excluding paper tissues, paper towels, paper with plastic coating, paper contaminated with food, wax paper, foil-lined paper and cartons, Tyvex non-tearing paper envelopes); chipboard; corrugated Cardboard; glass containers of any color (including brown, clear, and green glass bottles and jars); aluminum (including beverage containers and small pieces of scrap metal); steel, tin, or bi-metal cans; mixed plastics such as plastic containers (numbers one (1) to seven (7)), except expanded Polystyrene (EPS); bottles including containers made of HDPE, LDPE, or PET; and, film plastic (when clean, dry, and contained inside of a plastic bag).
“Recycle” or “Recycling” (or any variation thereof) means the Process of sorting, cleansing, treating, and reconstituting at a Recyclable Materials Processing Facility, materials that would otherwise be Disposed of at a landfill for the purpose of returning such materials to the economy in the form of raw materials for new, reused, or reconstituted products. Recycling includes Processes deemed to constitute a reduction of landfill Disposal pursuant to 14 CCR, Division 7, Chapter 12, Article 2. Recycling does not include gasification or transformation as defined in Public Resources Code Section 40201.

EXHIBIT A

DEFINITIONS
June 28, 2022 Page A-12 Franchise Agreement, Exhibit A
“Recycling Coordinator” means the individual authorized by Contractor as described by Section 5.7.D.3. “Related‐Party Entity” means all businesses (including corporations, limited and general partnerships, and sole proprietorships) which are directly or indirectly related to Contractor by virtue of direct or indirect Ownership interests or common management shall be deemed to be affiliated with Contractor and included within the term “Related‐Party Entity” as used herein. A Related‐Party Entity shall include a business in which Contractor Owns a direct or indirect Ownership interest, a business which has a direct or indirect Ownership interest in Contractor and/or a business which is also Owned, controlled, or managed by any business or individual which has a direct or indirect Ownership interest in Contractor. For purposes of determining whether an indirect Ownership interest exists, the constructive Ownership provisions of Section 318(a) of the Internal Revenue code of 1986, as in effect on the date of this Agreement, shall apply; provided, however, the (i) “ten percent (10%)” shall be substituted for “fifty percent (50%)” in Section 318(a)(2)(C) and in Section 318(a)(3)(C) thereof; and (ii) Section 318(a)(5)(C) shall be disregarded. For purposes of determining Ownership under this paragraph and constructive or indirect Ownership under Section 318(a), Ownership interest of less than ten percent (10%) shall be disregarded, and percentage interests shall be determined on the basis of the percentage of voting interest or value that the Ownership interest represents, whichever is greater. Related-Party Entities shall be limited to those businesses that are directly or indirectly involved in the provision of service under this Agreement.
“Renewable Natural Gas” or “RNG” means gas derived from Organic Waste that has been Diverted from a landfill and Processed at an in-vessel digestion facility that is permitted or otherwise authorized by 14 CCR to recover Organic Waste, or as otherwise defined in 14 CCR Section 18982(a)(62). “Residential” shall mean of, from, or pertaining to a Single-Family Premises or Multi-Family Premises including Single-Family homes, apartments, condominiums, Townhouse complexes, mobile home parks, and cooperative apartments.
“Residue” means those materials that, after Processing, are Disposed rather than Recycled due to either the lack of markets for materials or the inability of the Processing Facility to capture and recover the materials.
“Reusable Materials” means items that are capable of being used again after minimal Processing.

Reusable Materials may be Collected Source Separated or recovered through a Processing Facility. “Roll-Off Box” means an open-top Container with a capacity of ten (10) to forty (40) cubic yards that is serviced by a roll-off Collection vehicle.
“SB 1383” means Senate Bill 1383 of 2016 approved by the Governor on September 19, 2016, which added Sections 39730.5, 39730.6, 39730.7, and 39730.8 to the Health and Safety Code, and added Chapter 13.1 (commencing with Section 42652) to Part 3 of Division 30 of the Public Resources Code, establishing methane emissions reduction targets in a Statewide effort to reduce emissions of short-lived climate pollutants as amended, supplemented, superseded, and replaced from time to time.

EXHIBIT A

DEFINITIONS
June 28, 2022 Page A-13 Franchise Agreement, Exhibit A
For the purposes of this Agreement, SB 1383 specifically refers to the Short-Lived Climate Pollutants (SLCP): Organic Waste Reductions regulations developed by CalRecycle and adopted on November 3, 2020 that created Chapter 12 of 14 CCR, Division 7 and amended portions of regulations of 14 CCR and 27 CCR. “Self-Hauler” or “Self-Haul” (or any variation thereof) means a Person who hauls Discarded Materials, recovered material, or any other material, that such Person generates at their own Premises, to another Person, or as otherwise defined in 14 CCR Section 18982(a)(66). Self-Hauler also includes a Person who back-hauls waste from Premises they own and operate, as defined in 14 CCR Section 18982(a)(66)(A). “Service Level” refers to the size of a Customer’s Container(s) and the frequency of Collection service. “Sharps” means hypodermic needles, pen needles, intravenous needles, lancets, and other devices that are used to penetrate the skin for the delivery of medications. “Single-Family” or “SFD” means any detached or attached house or residence designed or used for occupancy by one (1) family, provided that Collection service feasibly can be provided to such Premises as an independent unit, and the Owner or Occupant of such independent unit is billed directly for the Collection service. Single-Family includes Townhouses, and each independent unit of duplex, tri-plex, or four-plex Residential structures, regardless of whether each unit is separately billed for their specific Service Level. Multi-Family properties of five (5) or more units that receive Single-Family Cart service are considered Single-Family if Contractor bills each unit. “Solid Waste” means Solid Waste as defined in California Public Resources Code, Division 30, Part 1, Chapter 2, §40191 and regulations promulgated hereunder. Excluded from the definition of Solid Waste are Excluded Waste, C&D, Source Separated Recyclable Materials, Source Separated Organic Materials, and radioactive waste. Notwithstanding any provision to the contrary, Solid Waste may include de minimis volumes or concentrations of waste of a type and amount normally found in Residential Solid Waste after implementation of programs for the safe Collection, Recycling, treatment, and Disposal of Household Hazardous Waste in compliance with Section 41500 and 41802 of the California Public Resources Code as may be amended from time to time. Solid Waste includes salvageable materials only when such materials are included for Collection in a Solid Waste Container not Source Separated from Solid Waste at the site of generation.
“Source Separated” means the segregation, by the Generator, of materials designated for separate Collection for some form of Recycling, Composting, recovery, or reuse. “Split-Bin” means a Bin that is split or divided into two (2) sections in order to segregate two (2) Source Separated Discarded Material types in one (1) Container. “State” means the State of California.
“Subcontractor” means a Person who has entered into a contract, express or implied, with the Contractor for the performance of an act that is necessary for the Contractor’s fulfillment of its obligations for providing service under this Agreement. Vendors providing materials and supplies to Contractor shall not be considered Subcontractors.

EXHIBIT A

DEFINITIONS
June 28, 2022 Page A-14 Franchise Agreement, Exhibit A
“Term” means the Term of this Agreement, including extension periods if granted, as provided for in Article 2.
“Tier One Commercial Edible Food Generator” means a Commercial Edible Food Generator that is one (1) of the following, each as defined in 14 CCR Section 18982:

A. Supermarket.

B. Grocery Store with a total facility size equal to or greater than ten thousand (10,000) square feet.

C. Food Service Provider.

D. Food Distributor.

E. Wholesale Food Vendor.

If the definition in 14 CCR Section 18982(a)(73) of Tier One Commercial Edible Food Generator differs from this definition, the definition in 14 CCR Section 18982(a)(73) shall apply to this Agreement. “Tier Two Commercial Edible Food Generator” means a Commercial Edible Food Generator that is one (1) of the following, each as defined in 14 CCR Section 18982:

A. Restaurant with two hundred fifty (250) or more seats, or a total facility size equal to or greater than five thousand (5,000) square feet.

B. Hotel with an on-site food facility and two hundred (200) or more rooms.

C. Health facility with an on-site food facility and one hundred (100) or more beds.

D. Large Venue.

E. Large Event.

F. A State agency with a cafeteria with two hundred fifty (250) or more seats or total cafeteria facility size equal to or greater than five thousand (5,000) square feet.

G. A local education agency with an on-site food facility. If the definition in 14 CCR Section 18982(a)(74) of Tier Two Commercial Edible Food Generator differs from this definition, the definition in 14 CCR Section 18982(a)(74) shall apply to this Agreement.
“Ton” or “Tonnage” means a unit of measure for weight equivalent to two thousand (2,000) standard pounds where each pound contains sixteen (16) ounces.
“Townhouse” means an attached or semi-attached Single-Family Premises within a group of attached or semi-attached Single-Family Premises, regardless of whether the Premises is billed individually or through a central account (e.g., homeowner association, property manager), wherein each unit maintains an individual Collection service subscription, as determined in writing by the City Manager.

EXHIBIT A

DEFINITIONS
June 28, 2022 Page A-15 Franchise Agreement, Exhibit A
“Transfer” means the act of transferring the materials Collected by Contractor in its route vehicles into larger vehicles for Transport to other facilities for the purpose of Recycling or Disposing of such materials. “Transportation” or “Transport” (or any variation thereof) means the act of conveying Collected materials from one (1) location to another.
“Universal Waste” or “U-Waste” means all wastes as defined by Title 22, Subsections 66273.1 through 66273.9 of the California Code of Regulations. These include, but are not limited to, batteries, fluorescent light bulbs, mercury switches, and E-Waste.
“Working Days” means days that the Contractor is required to provide regularly scheduled Collection services under this Agreement.
“Yard Trimmings” means those Discarded Materials that will decompose and/or putrefy including, but not limited to, green trimmings, grass, weeds, leaves, prunings, branches, dead plants, brush, tree trimmings, dead trees, small pieces of unpainted and untreated wood, and other types of Organic Materials resulting from normal yard and landscaping maintenance that may be specified in City legislation for Collection and Processing as Organic Materials under this Agreement. Yard Trimmings does not include items herein defined as Excluded Waste. Yard Trimmings are a subset of Organic Materials.

Yard Trimmings placed for Collection may not exceed six (6) inches in diameter and three (3) feet in length and must fit within the Contractor-provided Container.

This page intentionally left blank

EXHIBIT B:

DIRECT SERVICES

EXHIBIT B:

DIRECT SERVICES
June 28, 2022 Page B-1 Franchise Agreement, Exhibit B
The following Exhibits (B1 through B4) describe the programs that, in aggregate, represent the direct services to be performed under this Agreement by the Contractor.

Each of the following Exhibits (B1 through B4) present the programs to be provided to each Customer Type by Contractor. Within each program description are specific requirements for the:
 Type and size of Containers or Service Level to be offered by Contractor under each program;  Frequency of service to be offered by Contractor to Customers;  Location of service, including an indication of whether or not additional charges may apply if a Customer selects a location that is more costly to serve (e.g., back-yard service);  Materials that are acceptable or prohibited within the program;  Provision of additional services to the Customer if the standard Service Levels are inadequate, either on a regular or periodic basis, and an indication of whether or not additional charges may apply; and/or,
 Other requirements and considerations of the program.

Contractor shall provide the services for each program described in accordance with the specific program requirements detailed in Exhibits B1 through B4 and Contractor shall promote such programs using the public education and outreach methods described in Exhibit C.

This page intentionally left blank

EXHIBIT B1:

SINGLE-FAMILY RESIDENTIAL SERVICES

EXHIBIT B1

SINGLE-FAMILY RESIDENTIAL SERVICES
June 28, 2022 Page B1-1 Franchise Agreement, Exhibit B1

1. Recyclable Materials Collection
Contractor shall Collect Recyclable Materials placed in Contractor-provided Containers one (1) time per week from Single-Family (including Townhouse) Customers and Transport all Recyclable Materials to the Approved Recyclable Materials Processing Facility for Processing.

Containers: Carts
Container Sizes: 32-, 64-, and 96-gallons (or comparable sizes approved by the City).

Standard Container size is 96-gallon. 64 or 32-gallon service shall be made available for no reduction in charge, upon request by Customer.

Service Frequency: One (1) time per week on the same day as Organic Materials and Solid Waste Collection services.

Service Location: Curbside or alley
Acceptable Materials: Recyclable Materials
Prohibited Materials: Solid Waste, Organic Materials, Excluded Waste Additional Service: Single-Family Customers shall receive one (1) Recyclable Materials Cart standard and may request an unlimited number of additional Recyclable Materials Carts at no additional charge.

Other Requirements: Contractor may refuse to Collect a Recyclable Materials Container that contains Prohibited Container Contaminants in the manner and subject to the limits described in Section 4.10 and provided that Contractor leaves a Non-Collection Notice in accordance with Section 5.3 of this Agreement. Contractor shall keep a record of all Non-Collection Notices and Courtesy Pick-Up Notices issued to Customers, recording at a minimum the date, Customer address, and material type of the Container in question.

2. Organic Materials Collection
Contractor shall Collect Organic Materials placed in Contractor-provided Carts one (1) time per week from Single-Family Customers (including Townhouses) and Transport all Organic Materials to the Approved Organic Materials Processing Facility for Processing.

Containers: Carts
Container Sizes: 32, 64, 96-gallons (or comparable size approved by the City). Standard Container size is 96-gallon. 64 or 32-gallon service shall be made available for no reduction in charge, upon request by Customer.

Service Frequency: One (1) time per week on the same day as Recyclable Materials and Solid Waste Collection service.

Service Location: Curbside
Acceptable Materials: Organic Materials (including Yard Trimmings and Food Waste) Prohibited Materials: Recyclable Materials, Solid Waste, Excluded Waste Additional Service: Single-Family Customers shall receive one (1) Organic Materials Cart standard.

Contractor shall provide additional Organic Materials Carts to Single-Family Customers upon request and may charge the appropriate Rate approved by the

EXHIBIT B1

SINGLE-FAMILY RESIDENTIAL SERVICES
June 28, 2022 Page B1-2 Franchise Agreement, Exhibit B1 City.

Other Requirements: Contractor shall make available to all Single-Family Customers and new Customers, kitchen pails upon program rollout, designed to contain Food Scraps prior to placement in the Customer’s Organic Materials Cart. City shall approve kitchen pail specifications prior to ordering and distribution. Additional pails are to be made available for the Rate in the approved Rate schedule. Upon City request, Contractor will make available pails that are provided by the City at Contractor’s facilities located in Anaheim and Huntington Beach for pickup by City Customers. Contractor may request identification to confirm City residency.

If Contractor’s Approved Organic Materials Processing Facility accepts Compostable Plastic bags, Single-Family Customers may place Organic Materials in Compostable Plastic bags and then place the bagged Organic Materials into their Organic Materials Carts for Collection. Such bags must be labeled as “Compostable” by the manufacturer and certified by BPI. Contractor shall submit the required Compostable Plastic Processing notifications in accordance with Section 4.1.J and Exhibit F of the Agreement.

Contractor may refuse to Collect an Organic Materials Container that contains Prohibited Container Contaminants in the manner and subject to the limits described in Section 4.10 and provided that Contractor leaves a Non-Collection Notice in accordance with Section 5.3.B of this Agreement. Contractor shall keep a record of all Non-Collection Notices and Courtesy Pick-Up Notices issued to Customers, recording at a minimum the date, Customer address, and material type of the Container in question.

3. Solid Waste Collection
Contractor shall Collect Solid Waste placed in Contractor-provided Carts one (1) time per week from Single-Family Customers (including Townhouse) and Transport all Solid Waste to the Designated Disposal Facility for Disposal.

Containers: Carts
Container Sizes: 32-, 64-, and 96-gallons (or comparable sizes approved by the City).

Standard Container size is 96-gallon. 64 or 32-gallon service shall be made available for a reduction in charge, upon request by Customer.

Service Frequency: One (1) time per week on the same day as Recyclable Materials and Organic Materials Collection service.

Service Location: Curbside
Acceptable Materials: Solid Waste
Prohibited Materials: Recyclable Materials, Organic Materials, Excluded Waste Additional Service: Contractor shall provide additional Solid Waste Carts to Single-Family Customers upon request and may charge the appropriate Rate approved by the City.

Other Requirements: None

EXHIBIT B1

SINGLE-FAMILY RESIDENTIAL SERVICES
June 28, 2022 Page B1-3 Franchise Agreement, Exhibit B1

4. On-Call Bulky Item/Reusable Materials Collection
Contractor shall Collect Bulky Items, Reusable Materials, and other materials described herein from Single-Family Customers (including Townhouse). Contractor shall Transport all Collected materials to the appropriate Approved Facility or Designated Disposal Facility for reuse, Processing, or Disposal.

Containers: Not applicable
Service Level: Up to ten (10) Bulky Items/Reusable Materials Service Frequency: Three pickups per year per household Service Location: Curbside
Acceptable Materials: Reusable Materials, Bulky Items, Recyclable Materials, Yard Trimmings, Electronic Waste, and Solid Waste
Prohibited Materials: Food Scraps, Hazardous Waste, abandoned automobiles, trees, Excluded Waste or any single item (e.g., large auto parts) that exceeds two hundred (200) pounds in weight
Additional Service: Contractor shall Collect additional Acceptable Materials (as described herein) that exceed the required Service Level (as requested by Customer) and may charge the appropriate Rates approved by the City for such additional service.

Other Requirements: Contractor shall provide the service to the Customer within a reasonable time but not longer than seven (7) days of the Customer’s requested service date, as mutually agreed upon by the Customer and Contractor. Contractor shall not Dispose of materials Collected through the on-call Bulky Item/Reusable Materials Collection program unless the materials cannot be reused or Recycled. Contractor shall Process and Dispose of Bulky Items and Reusable Materials Collected from Customers in accordance with the following hierarchy: (1) reuse as is (where energy efficiency is not compromised); (2) disassemble for reuse or Recycling; (3) Recycle or Compost; and if none of the other options are practicable; then, (4) Dispose.

5. Holiday Tree Collection
Annually, commencing the day after December 25 and three (3) weeks thereafter, the Contractor shall Collect holiday trees from Single-Family Customers (including Townhouse). Customers are required to place the holiday trees Curbside on the Customer’s regularly scheduled Collection day. Holiday trees must be removed from stands; cut into lengths no longer than four (4) feet; and, be free of ornaments, garlands, tinsel, flocking, or other decorations. The Contractor shall not be required to Collect holiday trees that do not meet the aforementioned criteria. The Contractor shall affix a Non-Collection Notice to any non- Collected tree informing the Customer of the reason(s) for Non-Collection. Contractor may charge City- approved Rates to return and Collect a previously non-Collected holiday tree that has been corrected and set out. Contractor shall deliver all Collected holiday trees to the Approved Organic Materials Processing Facility for Processing.

Holiday tree Collection services shall be provided at no additional cost to the City or the Customer.

EXHIBIT B1

SINGLE-FAMILY RESIDENTIAL SERVICES
June 28, 2022 Page B1-4 Franchise Agreement, Exhibit B1

6. Alternative Service Location for Disabled Single-Family Customers Contractor shall allow for Persons that have a disability as defined by the Americans with Disabilities Act (which means Public Law 101-336, 104 Stat. 327, 42 U.S.C. 12101-12213 and 27 U.S.C. 225 and 611, and all Federal rules and regulations relating thereto) that are Occupants of Single-Family Premises (including Townhouse Premises) to receive Collection services at a location other than Curbside at no extra charge to the Customer. Contractor shall review all applications (which shall include statements from physicians) made by Customers to determine conformance with this exemption provision and shall grant exemptions, if applicable. Contractor shall make reasonable accommodations with regard to provision of and servicing of Containers (e.g., Container size and type, placement of Containers for Collection) at no additional cost to the Customer. Upon Customer request, Contractor may make such alternative service locations available to Single-Family Customers that do not have a disability (as defined herein) for an additional, City-approved Rate.

7. Sharps Collection Program
Contractor shall deliver or arrange for delivery to Customers, at no additional charge, within one (1) week of request, a pre-paid, postage-paid mail-back container to safely collect Sharps and send Sharps for proper Disposal. Residents are limited to four (4) containers at no additional charge in a twelve (12) month period. Each container shall be of adequate volume to accommodate the needs of a diabetic Person for a three (3) month period.

8. Temporary Bin Service
Contractor shall provide exclusive temporary Bin service to Customers upon request for Collection of Solid Waste, Recyclable Materials, and Organic Materials. Contractor must deliver a temporary Bin to a Customer by the following Business Day (excluding Saturday, Sunday, or Holidays), if requested by 12:00 noon; otherwise, delivery shall be no later than the second day. Rates for temporary Bin service are listed separately in the approved Rate schedule.

9. Curbside Grease Collection Program
If ever required by the applicable sanitation district or other regulatory agency, Contractor shall design a program for the collection of grease, fat, oils, and similar waste generated from household cooking activities (the "Curbside Grease Collection Program") that the City Manager finds satisfactory and approves. Contractor shall be responsible to ensure the Curbside Grease Collection Program complies with all Applicable Laws and regulations. At such time as a Curbside Grease Collection Program is implemented and in order to ensure that Contractor is fairly compensated for any additional costs incurred in implementing such a program, Contractor and City shall meet and confer in good faith to determine a fair and reasonable adjustment to the maximum Rates set forth on Exhibit D in order to compensate Contractor for implementing such a program.

10. Residential Non-Controlled Medication Collection Program If requested to do so by City, or otherwise required by law, Contractor shall design and present a program to City for the Collection of unused non-controlled medicines (the "Non-Controlled Medication Collection

EXHIBIT B1

SINGLE-FAMILY RESIDENTIAL SERVICES
June 28, 2022 Page B1-5 Franchise Agreement, Exhibit B1 Program") that the City Manager finds satisfactory and approves. Contractor shall be responsible to ensure any Non-Controlled Medication Collection Program complies with all Applicable Laws and regulations. It is anticipated that any Non-Controlled Medication Collection Program at a minimum will allow for Customers to mail unused medication (excepting controlled substances) to a specific Collection location, in specialized packaging provided by Contractor, and/or deliver unused medication (excepting controlled substances) to a location in or near City designated by Contractor. At such time as (if) a Non- Controlled Medication Collection Program is implemented, and if necessary, in order to ensure that Contractor is fairly compensated for the additional costs incurred in implementing such a program, Contractor and City shall meet and confer in good faith to determine a fair and reasonable adjustment to the maximum Rates set forth in approved Rate schedule.

Contractor will assist the City in increasing awareness of medication takeback programs provided by local pharmacies, or programs offered by other government entities. Promotional activities will include posting on Contractor’s website, inclusion in the annual brochures/mailings mailed to each Residential Premises Customer, billing inserts, social media targeted outreach, and press releases to local news outlets.

11. Household Hazardous Contaminant Program
If requested to do so by City, or otherwise required by law, Contractor shall design a program for the Curbside collection of hazardous contaminants that the City Manager finds satisfactory and approves.

Contractor shall be responsible to ensure the program complies with all Applicable Laws and regulations.

It is anticipated that any such program at a minimum will allow for Customers to deposit at a specific Collection location, in specialized packaging provided by Contractor and/or deliver any such contaminant to a location in or near City, designated by Contractor. At such time as (if) such program is implemented, and if necessary, in order to ensure that Contractor is fairly compensated for the additional costs incurred in implementing such a program, Contractor and City shall meet and confer in good faith to determine a fair and reasonable adjustment to the maximum Rates set forth in the approved Rate schedule.

Contractor will assist the City in increasing awareness of the County’s drop-off locations for HHW, including drop-off at Contractor’s Anaheim (CVT) and Huntington Beach facilities. Promotional activities will include posting on Contractor’s website, inclusion in the Annual Brochures/Mailings mailed to each Residential Premises Customer, billing inserts, social media targeted outreach, and press releases to local news outlets.

12. Solid Waste Cart Overage
Overage pickups will be provided at no additional charge for two (2) weeks beginning December 26. This service is limited to Solid Waste that could otherwise be placed in the Solid Waste Cart, and not Bulky Items which are Collected in accordance with this Exhibit B1.

Contractor will notify all residents annually, beginning within thirty (30) days of effectiveness of this Agreement, of this service. New Customers shall be notified of this service upon initiation of new Collection services.

This page intentionally left blank

EXHIBIT B2:

MULTI-FAMILY RESIDENTIAL SERVICES

EXHIBIT B2

MULTI-FAMILY RESIDENTIAL SERVICES
June 28, 2022 Page B2-1 Franchise Agreement, Exhibit B2

1. Recyclable Materials Collection
Contractor shall Collect Recyclable Materials placed in Contractor-provided Containers from Multi-Family Customers receiving Solid Waste Bin service in accordance with the approved Rate schedule and shall Transport all Recyclable Materials to the Approved Recyclable Materials Processing Facility for Processing.

Recyclable Materials Collection services shall be provided to Multi-Family Customers in accordance with the approved Rate schedule.

Containers: Carts, Bins
Container Sizes: 35-, and 96-gallon Carts (or comparable size approved by the City); and 2-, and 3-cubic yard Bins, and 3 cubic yard Split-Bins (on case by-case basis).

As requested by Customer
Service Frequency: Up to six (6) times per week but not less than one (1) time per week (as requested by Customer).

Service Location: Curbside or other Customer-selected service location at the Multi-Family Premises
Acceptable Materials: Recyclable Materials
Prohibited Materials: Organic Materials, Solid Waste, Excluded Waste Additional Service: Special pick-ups requested by a Customer, on days other than their regularly scheduled Collection day, will be available at an approved additional charge. Such additional picks-ups can be scheduled equating to up to six (6) days per week total service.

Other Requirements: Contractor shall make contact with each and every Multi-Family Customer to determine appropriate Container sizes and service frequency. Contractor shall deliver Recyclable Materials Containers to each and every Multi-Family Customer at the same time that the Contractor delivers Solid Waste Containers.

Contractor shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other services as reasonably necessary to access and service Containers (additional charge may apply).

Contractor may refuse to Collect a Recyclable Materials Container that contains Prohibited Container Contaminants in the manner and subject to the limits described in Section 4.10 and provided that Contractor leaves a Non-Collection Notice in accordance with Section 5.3.B of this Agreement. Contractor shall keep a record of all Non-Collection Notices and Courtesy Pick-Up Notices issued to Customers, recording at a minimum the date, Customer address, and material type of the Container in question.

2. Organic Materials Collection
Contractor shall Collect Organic Materials in Contractor-provided Containers not less than one (1) time per week from Multi-Family Customers and Transport all Organic Materials to the Approved Organic Materials Processing Facility for Processing. Organic Materials Collection services shall be provided to Multi-Family Customers receiving Solid Waste Bin service in accordance with the approved Rate schedule.

EXHIBIT B2

MULTI-FAMILY RESIDENTIAL SERVICES
June 28, 2022 Page B2-2 Franchise Agreement, Exhibit B2 Containers: Carts, Bins
Container Sizes: 32-, and 64-gallon Carts (or comparable size approved by the City); and, 2-cubic yard Bins.

As requested by Customer.

Service Frequency: Up to three (3) times per week but not less than one (1) time per week, as requested by the Multi-Family Customer.

Service Location: Curbside or other Customer-selected service location at the Multi-Family Premises
Acceptable Materials: Organic Materials (including Yard Trimmings and Food Waste) Prohibited Materials: Recyclable Materials, Solid Waste, Excluded Waste Additional Service: Special pick-ups requested by a Customer, on days other than their regularly scheduled Collection day, will be available at an approved additional charge. Such additional picks-ups can be scheduled equating to up to six (6) days per week total service.

Other Requirements: Contractor shall provide to all Multi-Family Dwelling Units kitchen pails designed to contain Food Scraps prior to placement in the Customer’s Organic Materials Container. The City shall approve kitchen pail specifications prior to ordering and distribution.

Contractor shall make contact with each and every Multi-Family Customer to determine appropriate Container sizes and service frequency. Contractor shall deliver Organic Materials Containers to each and every Multi-Family Customer at the same time that the Contractor delivers Solid Waste Containers.

Contractor shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other services as reasonably necessary to access and empty Containers (additional charge may apply).

Contractor may refuse to Collect an Organic Materials Container that contains Prohibited Container Contaminants in the manner and subject to the limits described in Section 4.10 and provided that Contractor leaves a Non-Collection Notice in accordance with Section 5.3.B of this Agreement. Contractor shall keep a record of all Non-Collection Notices and Courtesy Pick-Up Notices issued to Customers, recording at a minimum the date, Customer address, and material type of the Container in question.

3. Solid Waste Collection
Contractor shall Collect Solid Waste placed in Contractor-provided Containers not less than one (1) time per week from Multi-Family Customers and Transport all Solid Waste to the Designated Disposal Facility for Disposal.

Containers: Carts, Bins
Container Sizes: 96-gallon Carts (or comparable size approved by the City); and 2-, 3-, 4-, 5-, and 6-cubic yard Bins, 3-cubic yard mini packer, and 3-cubic yard Split-Bins (offered on a case-by-case basis).

As requested by Customer.

EXHIBIT B2

MULTI-FAMILY RESIDENTIAL SERVICES
June 28, 2022 Page B2-3 Franchise Agreement, Exhibit B2 Service Frequency: Up to six (6) times per week but not less than one (1) time per week, as requested by Customer.

Service Location: Curbside or other Customer-selected service location at the Multi-Family Premises.

Acceptable Materials: Solid Waste.

Prohibited Materials: Recyclable Materials, Organic Materials, Excluded Waste.

Additional Service: Special pick-ups requested by a Customer, on days other than their regularly scheduled Collection day, will be available at an approved additional charge.

Other Requirements: Contractor shall make contact with each and every Multi-Family Customers to determine appropriate Container sizes and service frequency.

Contractor shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other services as reasonably necessary to access and service Containers (additional charge may apply).

4. Bulky Item/Reusable Materials Collection
Contractor shall Collect Bulky Items, Reusable Materials, and other materials described herein from Multi- Family Customers. Contractor shall Transport all Collected materials to the appropriate Approved Facility for reuse, Processing, or Disposal.

Containers: Not applicable
Service Level: Multi-Family Premises with Cart service receive the same Service Level as Single- Family. Multi-Family Premises with Bin service receive ten (10) Bulky Items Collected three (3) times per Dwelling Unit in each Multi-Family complex per year.

Service Frequency: Multi-Family Premises with Cart services – Same as Single-Family. Multi-Family with Bin service – three (3) times per year per Dwelling Unit.

Service Location: Curbside
Acceptable Materials: Reusable Materials, Bulky Items, Recyclable Materials, Yard Trimmings, Electronic Waste and Solid Waste.

Prohibited Materials: Food Scraps, Hazardous Waste, abandoned automobiles, trees, Excluded Waste or any single item (e.g., large auto parts) that exceeds two hundred (200) pounds in weight.

Additional Service: Contractor shall provide additional Bulky Item/Reusable Materials Collections to Multi-Family Customers and shall Collect additional Acceptable Materials (as described herein) that exceed the required Service Level (as requested by Customer) and may charge the appropriate Rates approved by the City for such additional service.

Other Requirements: Contractor shall provide the service to the Customer within one (1) Working Day of the Customer’s requested service date, as mutually agreed upon by the Customer and Contractor. Contractor shall not Dispose of materials Collected through the on-call Bulky Item/Reusable Materials Collection program unless the materials cannot be reused or Recycled. Contractor shall Process and Dispose of Bulky Items and Reusable Materials Collected from Customers in accordance with the following hierarchy: (1) reuse as is (where energy efficiency is not

EXHIBIT B2

MULTI-FAMILY RESIDENTIAL SERVICES
June 28, 2022 Page B2-4 Franchise Agreement, Exhibit B2 compromised); (2) disassemble for reuse or Recycling; (3) Recycle or Compost; and if none of the other options are practicable, (4) Dispose.

5. Holiday Tree Collection
Annually, commencing the day after December 25 and three (3) weeks thereafter, or as otherwise approved by the City Manager, Contractor shall Collect Holiday trees from Multi-Family Customers at a mutually agreed upon time, date, and designated Collection location, as arranged by the Contractor and each Multi-Family property Owner or manager. Contractor shall offer each Multi-Family property Owner or manager the option to receive holiday tree Collection service in Bins or Roll-Off Boxes, which Contractor shall provide for such service. Contractor shall also offer each Multi-Family property Owner or manager the option to receive un-containerized holiday tree Collection service Curbside, or from designated location at the Multi-Family Premises mutually agreed upon between Contractor and the property Owner or manager.

Holiday trees must be removed from stands; cut into lengths no longer than four (4) feet; and, be free of ornaments, garlands, tinsel, flocking, or other decorations. The Contractor shall not be required to Collect Holiday trees that do not meet the aforementioned criteria and/or are not placed at the agreed upon Collection location and time period. The Contractor shall affix a Non-Collection Notice to any non- Collected Holiday tree informing the Customer of the reason(s) for non-Collection.

6. Scout Vehicles
Upon Customer request and approval by the City Manager, Contractor shall provide scout service in accordance with the approved Rate schedule, whereby Contractor will access Containers using a small vehicle either to move Containers to street or other public right-of-way for Collection, or Collecting directly from Container storage location, or retrieve a Container when operationally required in order to safely position the Container for Collection. In the event of a dispute between Contractor and Customer as to whether scout service will be used, the City Manager will make the final determination.

Customers requiring Bin pushout service and scout service shall only be charged for scout service in accordance with the approved Rate schedule.

If Contractor must place a Container in the public right-of-way to facilitate Collection, Contractor shall not permit the Container to remain in the public right-of-way over one (1) hour. If the Container is stored under a chute for Collection, the Container must be serviced and returned immediately.

Any changes to the Customer scout service list shall be approved by City prior to Contractor adding or removing this service for any Customer.

7. Bin Pushout Service
Upon Customer request, Contractor shall provide Bin pushout service, whereby Contractor will move Containers manually to facilitate Collection. The Contractor may charge the pushout Rates included in the approved Rate schedule. For Containers in Bin enclosures, the measurement of distance shall be from location of the Bin once removed from the enclosure to the point of Collection. In the event of a dispute

EXHIBIT B2

MULTI-FAMILY RESIDENTIAL SERVICES
June 28, 2022 Page B2-5 Franchise Agreement, Exhibit B2 between Contractor and Customer as to whether pushout service will be used, the City Manager will make the final determination. If a Bin pushout fee is charged, then a scout service fee shall not be charged.

If Contractor must place a Bin in the public right-of-way to facilitate Collection, Contractor shall not permit the Bin to remain in the public right-of-way over one (1) hour. If the Bin is stored under a chute for Collection, the Bin must be serviced and returned immediately.

This page intentionally left blank

EXHIBIT B3:

COMMERCIAL SERVICES

EXHIBIT B3

COMMERCIAL SERVICES
June 28, 2022 Page B3-1 Franchise Agreement, Exhibit B3

1. Recyclable Materials Collection
Contractor shall Collect Recyclable Materials placed in Contractor-provided Containers from Commercial Customers subscribing to Recyclable Materials Collection service and Transport all Recyclable Materials to the Approved Recyclable Materials Processing Facility for Processing. Recyclable Materials Collection services shall be provided to Commercial Customers in accordance with the approved Rate schedule.

Containers: Carts, Bins, Roll-Off Boxes, and Compactors Container Sizes: 32-, and 96-gallon Carts (or comparable size approved by the City); 2-, 3-, cubic yard Bins; 3 cubic yard Split-Bins (on a case-by-case basis); and 15-, 30-, and 40- cubic yard Roll-Off Boxes; or,
Customer Owned Compactors
As requested by Customer.

Service Frequency: Up to six (6) times per week but not less than one (1) time per week, as requested by Customer;
Service Location: Curbside or other Customer-selected service location at the Commercial Premises.

Acceptable Materials: Recyclable Materials
Prohibited Materials: Organic Materials, Solid Waste, Excluded Waste Additional Service: Special pick-ups requested by a Customer, on days other than their regularly scheduled Collection day, will be available at an approved additional charge. Such additional picks-ups can be scheduled equating to up to six (6) days per week total service.

Other Requirements: Contractor shall make contact with each and every Commercial Customer to determine appropriate Container sizes and service frequency. Contractor shall deliver Recyclable Materials Containers to each and every Commercial Customer at the same time that the Contractor delivers Solid Waste Containers, unless that Commercial Customer is exempted from Recyclable Materials services by the City or has demonstrated to the City that it is Diverting Recyclable Materials through subscription with another City-approved hauler, or other City-approved method.

Contractor shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other services as reasonably necessary to access and empty Containers (additional charge may apply).

Contractor may refuse to Collect a Recyclable Materials Container that contains Prohibited Container Contaminants in the manner and subject to the limits described in Section 4.10 and provided that Contractor leaves a Non-Collection Notice in accordance with Section 5.3.B of this Agreement. Contractor shall keep a record of all Non-Collection Notices and Courtesy Pick-Up Notices issued to Customers, recording at a minimum the date, Customer address, and material type of the Container in question.

EXHIBIT B3

COMMERCIAL SERVICES
June 28, 2022 Page B3-2 Franchise Agreement, Exhibit B3

2. Organic Materials Collection
Contractor shall Collect Organic Materials placed in Contractor-provided Containers not less than one (1) time per week from Commercial Customers and Transport all Organic Materials to the Approved Organic Materials Processing Facility for Processing. Organic Materials Collection services shall be provided to Commercial Customers in accordance with the approved Rate schedule. Nothing in this Section of Exhibit B3 shall prevent other Persons from also providing similar services to businesses in the City, and charging for such service, provided that such Persons maintain a City-issued permit granting such right, in accordance with the City’s Municipal Code.

Containers: Carts, Bins, Compactors
Container Sizes: 32-, and 64- -gallon Carts (or comparable size approved by the City); 2- cubic yard Bins, 20-, 30-, and 40-cubic yard Roll-Off Boxes and, Customer-owned Compactors
As requested by Customer.

Service Frequency: Up to six (6) times per week but not less than one (1) time per week, as requested by Customer. Restaurants are required to have a minimum Service Level with a frequency per the City’s Municipal Code.

Service Location: Curbside or other Customer-selected service location at the Commercial Premises.

Acceptable Materials: Organic Materials (including Yard Trimmings and Food Scraps) Prohibited Materials: Recyclable Materials, Solid Waste, Excluded Waste Additional Service: Special pick-ups requested by a Customer, on days other than their regularly scheduled Collection day, will be available at an approved additional charge. Such additional picks-ups can be scheduled equating to up to six (6) days per week total service
Other Requirements: Contractor shall make contact with each and every Commercial Customer to determine appropriate Container sizes and service frequency. Contractor shall deliver Organic Materials Containers to each and every Commercial Customer at the same time that the Contractor delivers Solid Waste Containers, unless that Commercial Customer is exempted from Organic Materials services by the City or has demonstrated to the City that it is Diverting Organic Materials through subscription with another City-approved hauler, or other City-approved method.

Contractor shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other services as reasonably necessary to access and empty Containers (additional charge may apply).

Contractor may refuse to Collect an Organic Materials Container that contains Prohibited Container Contaminants in the manner and subject to the limits described in Section 4.10 and provided that Contractor leaves a Non-Collection Notice in accordance with Section 5.3.B of this Agreement. Contractor shall keep a record of all Non-Collection Notices and Courtesy Pick-Up Notices issued to Customers, recording at a minimum the date, Customer address and material type of the Container in question.

EXHIBIT B3

COMMERCIAL SERVICES
June 28, 2022 Page B3-3 Franchise Agreement, Exhibit B3

3. Solid Waste Collection
Contractor shall Collect Solid Waste placed in Contractor-provided Containers not less than one (1) time per week from Commercial Customers and Transport all Solid Waste to the Designated Disposal Facility for Disposal. Solid Waste Collection services shall be provided to Commercial Customers in accordance with the approved Rate schedule.

Containers: Carts, Bins, Roll-Off Boxes, Compactors.

Container Sizes: 96-gallon Carts (or comparable size approved by the City); 2-, 3-, 4-, 5-, and 6- cubic yard Bins; 3 cubic yard Split-Bins (offered on a case-by- case basis);
3 -cubic yard Bin Compactors, and,
15-, 30-, and 40- cubic yard Roll-Off Boxes; or
Customer Owned Compactors.

As requested by Customer.

Service Frequency: Up to six (6) times per week but not less than one (1) time per week, as requested by Customer. Restaurants are required to have a minimum Service Level with a frequency per the City’s Municipal Code.

Service Location: Curbside or other Customer-selected service location at the Commercial Premises.

Acceptable Materials: Solid Waste
Prohibited Materials: Recyclable Materials, Organic Materials, Excluded Waste Additional Service: Special pick-ups requested by a Customer, on days other than their regularly scheduled Collection day, will be available at an approved additional charge. Such additional picks-ups can be scheduled equating to up to six (6) days per week total service.

Other Requirements: Contractor shall make contact with each and every Commercial Customer to determine appropriate Container sizes and service frequency.

Contractor shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other services as reasonably necessary to access and empty Containers (additional charge may apply).

4. Scout Vehicles
Upon Customer request and approval by the City Manager, Contractor shall provide scout service in accordance the approved Rate schedule, whereby Contractor will access Containers using a small vehicle either to move Containers to street or other public right-of-way for Collection, or Collecting directly from Container storage location, or retrieve a Container when operationally required in order to safely position the Container for Collection. In the event of a dispute between Contractor and Customer as to whether scout service will be used, the City Manager will make the final determination.

Customers requiring Bin pushout service and scout service shall only be charged for scout service in accordance with the approved Rate schedule.

EXHIBIT B3

COMMERCIAL SERVICES
June 28, 2022 Page B3-4 Franchise Agreement, Exhibit B3 If Contractor must place a Container in the public right-of-way to facilitate Collection, Contractor shall not permit the Container to remain in the public right-of-way over one (1) hour. If the Container is stored under a chute for Collection, the Container must be serviced and returned immediately.

Any changes to the Customer scout service list shall be approved by City prior to Contractor adding or removing this service for any Customer.

5. Bin Pushout Service
Upon Customer request, Contractor shall provide Bin pushout service, whereby Contractor will move Containers manually to facilitate Collection. The Contractor may charge the pushout Rates included in the approved Rate schedule. For Containers in Bin enclosures, the measurement of distance shall be from location of the Bin once removed from the enclosure to the point of Collection. In the event of a dispute between Contractor and Customer as to whether pushout service will be used, the City Manager will make the final determination. If a Bin pushout fee is charged, then a scout service fee shall not be charged.

6. Temporary Bin Service
Contractor shall provide exclusive temporary Bin service to Customers upon request for Collection of Solid Waste, Recyclable Materials, and Organic Materials. Contractor must deliver a temporary Bin to a Customer by the following Business Day (excluding Saturday, Sunday, or Holidays), if requested by 12:00 noon; otherwise, delivery shall be no later than the second day. Rates for temporary Bin service are listed separately in the approved Rate schedule.

EXHIBIT B4:

CITY AND COMMUNITY SERVICES AND DATA

EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
June 28, 2022 Page B4-1 Franchise Agreement, Exhibit B4

1. Commercial Customer Services to City Facilities
Contractor shall Collect Recyclable Materials, Organic Materials, and Solid Waste, from City facilities in the same manner as those services are provided to Commercial Customers and shall provide designated personnel in accordance with Section 5.7.D of this Agreement. Contractor shall provide service to all existing City facilities identified in Exhibit B4 as well as any future City facilities established after the Effective Date. Contractor shall provide these services at no additional cost to the City. City facility service as described by this Section shall include unlimited Roll-Off Box Collection service, and periodic Bulky Item Collection. Contractor shall deliver Roll-Off Boxes within twenty-four (24) hours of City request. Contractor shall Collect, empty, and return Roll-Off Boxes within twenty-four (24) hours of City request. Contactor shall remove and not return Roll-Off-Boxes within twenty-four (24) hour of City request.

2. Emergency Services
Contractor shall provide emergency services (i.e., special Collections, Transport, Processing, and Disposal) at the request of the City Manager in the event of major accidents, disruptions, or natural calamities.

Contractor shall be capable of providing emergency services within twenty-four (24) hours of notification by the City Manager or as soon thereafter as is reasonably practical in light of the circumstances. For any services which exceed the scope of services under this Agreement, Contractor shall be entitled to compensation at the emergency service Rates approved under this Agreement. The City shall have discretion in the method of such compensation between direct payments by the City and allowing such costs to be considered in the adjustment of Rates for the following Rate Period.

3. Shredding Event(s)
Contractor shall provide an on-site mobile shredding service for use by City residents (a “Shredding Event”) one (1) time per calendar year at no additional charge. The Shredding Event shall be provided at a date, time, and location designated and approved by the City Manager, in their reasonable discretion, and should be for a minimum of three (3) hours in duration. In the event inclement weather prevents a Shredding Event from occurring, Contractor shall reschedule the Shredding Event to a date, time and location designated and approved by the City Manager. The Shredding Event shall be conducted at Contractor’s sole cost and expense, utilizing equipment, personnel, and methods appropriate for such event, as approved by the City Manager. Prior to each Shredding Event, Contractor shall coordinate with City staff and/or public safety personnel to make arrangements for safe, convenient, and effective access to and participation by City residents in the Shredding Event and shall procure all necessary insurance coverage. Each Shredding Event shall be designed to accommodate up to a maximum of five (5) “Bankers” boxes of paper or other media suitable for shredding from each Residential and Multi-Family Premises Customer within the City that is participating in the Shredding Event. Residents participating in the Shredding Event must be able to visually observe the materials they delivered to the Shredding Event.

Contractor shall publicize each Shredding Event through methods, and using materials, approved by the City Manager, at no cost to the City.

EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
June 28, 2022 Page B4-2 Franchise Agreement, Exhibit B4

4. Procurement of Organic Waste Products
A. General. Contractor shall assist the City to procure sufficient California derived Compost, Mulch, and/or Renewable Natural Gas to meet the City’s requirement for recovered Organic Waste products of 0.08 Tons per capita per year as specified in SB 1383. Contractor shall perform the following activities:

1. Bulk Compost and/or Mulch for City Use. If requested by City, Contractor shall provide to the City bulk Compost, Mulch, or both to assist the City achieve the City’s recovered Organic Waste product purchasing requirements of SB 1383. Based on estimates generated using the CalRecycle modeling tools, the City may achieve its procurement goal by procuring approximately eight thousand one hundred fifty (8,150) Tons of Compost or fourteen thousand (14,000) Tons of Mulch. City will notify Contractor as to the City’s needs for delivery of finished Compost, Mulch, or both, throughout each Calendar Year. Contractor shall deliver Compost, Mulch, or both, within five (5) Business Days of a request of the City Manager to any accessible location within City Limits. The City will specify the material type (i.e., Compost, Mulch, or both) to be provided and the quality specifications of the selected material type for any given application, even if that requires Contractor to procure such material from a third party in order to provide it to the City. Contractor shall be entitled to a Rate adjustment to compensate Contractor for its estimated actual costs of providing Compost and/or Mulch and shall provide City with copies of supporting documentation such as invoices from Compost/Mulch producers for the purchase of Compost/Mulch, and Transportation invoices from providers that deliver the Compost/Mulch. City and Contractor shall meet and confer at least ninety (90) days prior to the start of each contract year that begins July 1, to confirm the amounts of Compost/Mulch to be provided during the period from July 1 to June 30 of each year and the Rate adjustment, if any, to be implemented July 1. Any adjustments to the amount of Mulch/Compost requested in subsequent years shall be reflected as an increase or decrease to the Rate adjustment. For example, if City and Contractor initially agreed to a Rate adjustment of 0.25% for a certain quantity of Compost in a particular year, and if the quantity of Compost is subsequently reduced by 50% in a future year, then the Rates would be reduced by 50% of 0.25% which equals 0.125%. As an alternative to compensation for Compost and Mulch through Rate adjustments, City may elect to remit compensation directly to Contractor without a Rate adjustment through payment of monthly invoices to be submitted by the Contractor.

2. Bulk Compost and/or Mulch for Private Uses. If the City is unable to use the full amount of Compost, Mulch, or both, acquired under Exhibit B4, Section 4.A.1 above, Contractor shall use best efforts to arrange the legal donation of the remainder of the City’s Compost/Mulch to other productive uses at no additional cost to the City or Customers.

3. Compost/Mulch Give-Away Events . Contractor shall distribute an annual total of at least twenty (20) Tons of Compost and/or Mulch to City residents at no additional cost to the City or Customers at one (1) public Compost/Mulch give-away event per Agreement Year (such that Contractor shall provide at least five hundred (500) bags per event). The location, date, and time of such events shall be mutually agreed upon by Contractor and the City Manager and may be held in conjunction with other City-approved events. Contractor shall deliver the loose or bagged Compost/Mulch to the agreed-upon event location at no cost to City.

Contractor shall provide at least one (1) attendant for at least six (6) hours per event. Any

EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
June 28, 2022 Page B4-3 Franchise Agreement, Exhibit B4 Compost and or Mulch given away to the community through this program shall count towards the Contractor’s obligations to provide the City with the amount of Organic Waste products required under SB 1383.

4. Use of RNG. Contractor shall use reasonable business efforts to use California-derived Renewable Natural Gas in Collection vehicles.

B. SB 1383 Procurement. Contractor agrees that all RNG, Compost, Mulch, or both, provided through this Agreement shall comply with the municipal procurement requirements of SB 1383, including being generated from California Organic Waste Products, as defined by SB 1383 for each applicable material type.

Contractor shall develop a plan to assist the City in meeting per capita California Organic Waste Products procurement requirements of SB 1383.

C. Contractor Warranty of Recovered Organic Waste Products. Contractor shall provide assurance through the execution of a liability waiver stating that all Organic Waste products provided by the Contractor and used within the City are free from pathogens and inorganic waste material that may be harmful to the health and welfare of the City and its constituents, and also in accordance with standards of CalRecycle and subject to the United States Composting Council guidelines requiring testing demonstrating that fecal coliform levels of <1000 MPN/gram of dry Compost or Salmonella < 3MPN/ 4 grams of dry Compost. The Contractor shall indemnify and hold harmless the City against any claims arising from contaminated recovered Organic Waste products provided by the Contractor as set forth in Section 9.1.

5. News Media Relations
Contractor shall notify the City Manager by e-mail of all requests for news media interviews related to the Collection services program within twenty-four (24) hours of Contractor’s receipt of the request. Before responding to any inquiries involving controversial issues or any issues likely to affect participation or Customer perception of services, Contractor will discuss Contractor’s proposed response with the City Manager.

Copies of draft news releases or proposed articles related to the provision of Collection services under this Agreement shall be submitted to City for prior review and approval at least five (5) Business Days in advance of provision to such Persons, except where Contractor is required by any law or regulation to submit materials to any regulatory agency in a shorter period of time, in which case Contractor shall submit such materials to City simultaneously with Contractor’s submittal to such regulatory agency.

Copies of articles resulting from media interviews or news releases shall be provided to the City within five (5) Business Days after publication.

6. Waste Generation, Characterization, and Pilot Studies.

Contractor acknowledges that City, CalRecycle, or other governmental agencies may wish to perform generation and characterization studies periodically with respect to materials covered under this Agreement. Contractor agrees to participate and cooperate with City and its agents and to perform

EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
June 28, 2022 Page B4-4 Franchise Agreement, Exhibit B4 studies and data collection exercises, as needed, to determine weights, volumes and composition of materials generated, Disposed, Diverted, or otherwise Processed.

Contractor that acknowledges that the County, in coordination with the City, is required by SB 1383 to conduct Organic Waste and Edible Food capacity planning studies. The Contractor shall provide information to the City as needed for the City’s participation in such capacity planning studies. This information and/or participation may include, but is not limited to, conducting or supporting waste characterization studies; providing information regarding existing and potential new or expanded capacity in the Contractor’s operations for the Collection, Transport, or Processing of Recyclable and Organic Materials; and any other information deemed necessary by the City or County for purposes of the study.

The Contractor shall respond to any request for information from the City within thirty (30) days, unless another timeframe is otherwise specified or authorized by the City.

Contractor acknowledges that the City may, wish to conduct and/or participate in pilot studies related to the Customers and materials that are the subject of this Agreement. If City requires Contractor to participate in any such a pilot study, Contractor and City shall mutually agree on the scope of services to be provided by Contractor and the amount of compensation, if any, that the City will pay to Contractor for such participation. In any event, Contractor shall permit and in no way interfere with the Collection and handling of the subject materials by other Persons for such purposes.

8. City Cleanup Programs
A. Abandoned Waste Collection and Weekly Alley Cleanups. Contractor shall provide Abandoned Waste Collection and litter pickup at locations reported by Contractor’s route supervisors and drivers, and/or the City within 24 hours of notification. Upon receipt of a call for service from City made pursuant to this Section, Republic shall advise City within four (4) hours as to when service will be provided, and unless otherwise agreed by City service shall be provided within 72 hours.

Additionally, in the event of a windstorm or other situations which require cleanup, crews will be dispatched as requested by City staff. Contractor shall provide two (2) employees in a “front loader” vehicle to canvass the City neighborhoods in order to remove Abandoned Waste left in alleyways or throughout the City (initial list of locations included later in this Exhibit B4) at no additional charge as a result of illegal or unauthorized dumping, or other Code enforcement matters, occurring within City.

Republic agrees that if requested to provide such services in connection with abatement activities for which reimbursement is sought from the property Owner by City through abatement liens or otherwise, Republic will provide billing information sufficient for City to include it in its liens, and Republic will be paid at such time as the abatement lien is paid, or reimbursement is otherwise obtained by City from the property Owner.

B. Resource Allocation for Abandoned Waste Collection and Alley Cleanups . The Contractor will commit a minimum of one (1) Solid Waste Collection vehicle and a two (2) Person crew six (6) days per week to provide the services in the Abandoned Waste Collection and Weekly Alley Cleanups described above with a minimum of sixty (60) Collection hours per week. The sixty (60) hours per week may be allocated between the Abandoned Waste Collection and Weekly Alley Cleanups as directed by the City.

EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
June 28, 2022 Page B4-5 Franchise Agreement, Exhibit B4 C. Response to Requests From City’s Work Order Application. Upon the Effective Date of this Agreement, Contractor shall work with the City’s information technology personnel to ensure that Contractor is able to receive and respond to requests for service via the City’s Work Order Application. Contractor shall respond to service requests received via the City’s Work Order Application within forty-eight (48) hours of receipt.

9. Large Venue and Event Assistance, Event Recycling
Contractor shall assist City planners of Large Venue events with reporting and planning needs to provide Recycling and Organics Materials Diversion as may be useful in meeting the requirements of AB 2176 and SB 1383, and in lowering Disposal quantities generated at such events at no additional charge.

10. Neighborhood Cleanups
Contractor shall supply up to fifty (50) forty (40) yard Roll-Off Boxes and Containers in additional sizes per Rate Period for the Collection of Solid Waste, Recyclable Materials, and Organic Waste for City-sponsored neighborhood cleanups at no additional charge to City or Customers. Contractor will provide the necessary staffing to operate the neighborhood cleanup events.

Dates and locations of events shall be determined and approved by City. City staff shall inform Contractor of the date and location for each event.

All material Collected must be Transferred, Processed, and/or Disposed in accordance with SB 1383.

11. City Sponsored Events
Contractor shall provide Solid Waste, Source Separated Recyclable Materials, and Source Separated Organic Waste Collection and Disposal/Processing service for City-sponsored events including but not limited to the City-sponsored events included in this Exhibit B4 at no additional charge to City or ratepayers. This shall include providing Discarded Material Containers (Carts, Bins, Roll-Off Boxes, and Cardboard waste boxes with liners) to Collect and Dispose of, or Process, all Solid Waste. Contractor shall provide Collection Containers for the Collection of Source Separated Recyclable Materials, and Source Separated Organic Waste.

12. Bus Stop Public Litter Container Collection
Contractor shall service a minimum of thirty-three (33) public litter Containers two (2) times weekly located at bus stops throughout the City. Public litter Containers are provided by the City. Contractor shall provide any liners or other items needed to continue service. If Service Levels are not sufficient to ensure Containers do not become full, Service Levels shall be increased at no additional cost to the City. If additional public litter Containers at bus stops are added, Contractor will service such Containers at no additional cost to the City.

EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
June 28, 2022 Page B4-6 Franchise Agreement, Exhibit B4

14. Annual Contribution to Community Programs
As further consideration for the rights granted to Republic herein, Republic shall contribute one hundred thousand dollars ($100,000) each year during the term hereof for community uses (the "Community Uses Contribution"), to be allocated as follows: (1) Republic shall make a payment of fifty thousand dollars ($50,000) to City to use for community programs of any nature as City deems appropriate, including, but not be limited to, public Holiday celebrations, public concerts, youth activities, senior citizen programs and continuing education classes; (2) Republic shall make a payment of twenty-five thousand dollars ($25,000) to the Garden Grove Community Foundation; and (3) Republic shall donate twenty five thousand dollars ($25,000) by cash contribution or in-kind services to charity in the City as determined by Republic. Such payments to City and the Garden Grove Community Foundation shall be due on or before July 1 of each year, with the first payment due on or before thirty (30) days following the Effective Date.

15. Facility Tours
Contractor shall offer and promote to the community and Garden Grove K-12 schools free educational tours of the Contractor’s local facilities.

16. Student Scholarships
Contractor shall work with the City to select seven (7) City students per Rate Period to receive a one- thousand-dollar ($1,000) scholarship from the Contractor. Selected students must be 18 years of age or older.

17. Eco-Job Fair
Contractor shall host six (6) Eco Job-Fairs per Rate Period for City middle school and high school students to provide information on career opportunities in the Solid Waste industry. Contractor shall provide an environmental curriculum program to attendees.

18. Environmental Ambassador Program
Contractor must establish an annual recognition program for Commercial Businesses in the City. The Environmental Ambassador Program will be a voluntary program managed entirely by Contractor, and certification may include refuse, water. and energy conservation, pollution prevention, and reduction of toxic substances in the workplace. Businesses certified will be honored by Contractor at a City Council Meeting.

19. Battery Recycling Program
Contractor shall provide and empty as many battery Recycling containers as requested by City, at City facilities for no additional cost. Contractor shall Collect and replace containers upon City’s request for proper Recycling of batteries.

EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
June 28, 2022 Page B4-7 Franchise Agreement, Exhibit B4

20. Edible Food Recovery Programs
A. Food Recovery Compliance Reviews . Commencing July 1, 2022 and at least annually thereafter, Contractor shall conduct inspections of Tier One Commercial Edible Food Generators, Food Recovery Organizations, and Food Recovery Services to assess compliance with the requirements of 14 CCR Chapter 12 Article 10. Commencing January 1, 2024 and at least annually thereafter, Contractor shall expand its Food Recovery compliance reviews to include inspections of Tier Two Commercial Edible Food Generators. Contractor will provide to the City all of the necessary recordkeeping requirements and reports to comply with SB 1383. Contractor will utilize a third party, such as Abound Food Care, to meet the requirements of the Food Recovery Compliance reviews.

B. Food Recovery Assistance.

1. Contractor shall assist the City in identification of all Commercial Customers that meet the definition of Tier One and Tier Two Commercial Edible Food Generators and provide a list of such Customers to the City, which shall include: Customer name; service address; contact information; Tier One or Tier Two classification; and, type of business (as it relates to the Tier One and Tier Two Commercial Edible Food Generator definitions).

2. At least annually, the Contractor shall provide Commercial Edible Food Generators with the following information:
• Information about the Contractor's and/or City’s Edible Food Recovery program; • Information about the Commercial Edible Food Generator requirements under 14 CCR Chapter 12 Article 10;
• Information about Food Recovery Organizations and Food Recovery Services operating within the City, and where a list of those Food Recovery Organizations and Food Recovery Services can be found; and,
• Information about actions that Commercial Edible Food Generators can take to prevent the creation of Food Waste.

3. The Contractor may provide the education information required by this section by including it with regularly scheduled notices, education materials, billing inserts, or other information disseminated to Commercial Businesses.

4. Contractor shall cooperate with the implementation, expansion, or operation of Food Recovery efforts in the City, Food Recovery Organizations, and/or Food Recovery Services.

5. Contractor shall provide Collection and Processing of Organic Materials at no additional cost to Food Recovery Organizations.

EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
June 28, 2022 Page B4-8 Franchise Agreement, Exhibit B4 Current City Facilities
Row City Facility Waste Type #
Containers
Container Size
(Yds) PU's/WK
1 Buena Clinton Family Resource Center 12661 Sunswept Avenue MSW 1 3 1 2 City Hall 11222 Acacia Parkway Recycling (Rec) 2 3 1
3 CMC / Senior Center 11300 Stanford Avenue MSW 2 3 3
4 Courtyard Center 12732 Main Street MSW 1 3 3
5 Fire Station 2 11805 Gilbert Street MSW 1 3 1
6 Fire Station 3 12132 Trask Avenue MSW 1 3 1
7 Fire Station 4 12191 Valley View Street MSW 1 3 1
8 Fire Station 5 12751 Western Avenue MSW 1 3 1
9 Fire Station 6 12111 Chapman Avenue MSW 2 0.48 1
10 Fire Station 7 14162 Forsyth Lane
MSW 1 3 1
MSW 2 0.48 1
Organics (org) 1 0.48 1
11 Garden Grove Park 9301 Westminster Avenue MSW 10 3 2 12 Gem Theater 12852 Main Street MSW 1 3 2
13 Municipal Service Center 13802 Newhope Street
3 15 On Call
Rec 2 0.32 1
Org - GW 2 40 On Call
MSW 2 40 On Call
Org - GW 1 40 On Call
MSW - Tires 2 30 On Call
MSW 5 15 On Call
MSW 3 3 1
BS 30 0.03 On Call
Rec 1 3 1
1 30 On Call
14 Police Department 11301 Acacia Parkway
MSW 2 3 3
MSW 1 3 2
Rec 3 3 1

EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
June 28, 2022 Page B4-9 Franchise Agreement, Exhibit B4 Initial Alley/Illegal Dumping Hotspots
This is an initial list of areas to be monitored by Contractor during the Abandoned Item and Alley Sweeps. City retains the right to update this list on an ongoing basis to remove or add locations for Contractor to monitor. Addresses that at not alleys are indicated as such.

1. 13891 Roxey Dr. - North of the address

2. 12611 Trask Ave. - North of the address

3. 13371 Palm St.- North of the address

4. 13951 Rosita Pl. -Across from the address (not an alley)

5. 13382 Lampson Ave. - South of the address

6. 12171 Chapman Ave. - North of the address

7. 12231 Anzio St. - South of the address (not an alley)

8. 10072 Traylor Way. - South of the address

9. 10432 Westminster Ave. - South of the address

10. 14451 Ward St. - West and South of the address

11. 10722 Kern Ave. - South of the address

12. 11121 Dino St.-North of the address (not an alley)

13. 9511 Maureen Dr. - North of the address

14. 9542 Maureen Dr. - South of the address

15. 11151 Endry St. - West of the address

16. 11071 Gilbert St. - West of the address

17. 11112 Magnolia St.- East of the address

18. 8861 Anthony Dr. - North of the address

19. 13711 Yoak St. - West of the address

20. 12751 Monarch St. - East of the address (not an alley)

21. 11821 Western Ave. - West of the address (not an alley)

22. 12777 Knott St. – West of address (not an alley)

23. 12031 Santa Rosalia St. -East of the address

24. 13161 Balboa Ave. - North of the address

25. 12072 Laguna St. - East of the address

26. 13162 Newport Ave. - North of the address

27. 11532 Stuart Dr. - South of the address

28. 11851 Stuart Dr. - North of the address

29. 8152 Larson Ave. - North of the address (not an alley)

EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
June 28, 2022 Page B4-10 Franchise Agreement, Exhibit B4 Current Bus Stop Public Litter Containers
No. Cross Streets Container Type
1 SE KATELLA & MAGNOLIA Bus Stop
2 SW BROOKHURST & CHAPMAN Bus Stop
3 NE BROOKHURST & WESTMINSTER - NB Bus Stop Bus Stop
4 SW CHAPMAN & EUCLID Bus Stop
5 SW BROOKHURST ST & WESTMINSTER - SB Bus Stop Bus Stop 6 GARDEN GROVE BLVD & S LEWIS Bus Stop
7 MAGNOLIA ST & WESTMINSTER Bus Stop
8 NW NUTWOOD & GARDEN GROVE Bus Stop
9 SW GARDEN GROVE BLVD & MAGNOLIA Bus Stop
10 MAGNOLIA ST & TRASK AVE Bus Stop
11 MAGNOLIA ST & CHAPMAN AVE Bus Stop
12 NW MAGNOLIA ST & GARDEN GROVE - SB Bus Stop Bus Stop 13 NW MAGNOLIA & GARDEN GROVE- WB Bus Stop Bus Stop
14 ROBYN CT / TRASK AVE Bus Stop
15 EUCLID & STANFORD Bus Stop
16 WESTMINSTER & W CLINTON Bus Stop
17 E WESTMINSTER & W BUENA Bus Stop
18 NE Taft / Westminster - WB Westminster Bus Stop
19 NW Westminster / Brookhurst - WB Bus Stop Bus Stop
20 SE Chapman / Knott - EB Bus Stop Bus Stop
21 NW Dale / Chapman - WB Bus Stop Bus Stop
22 SW Belgrave / Valley View - South of Belgrave. Bus stop ID 2494 Bus Stop 23 NE Gilbert / Chapman - WB Bus Stop Bus Stop
24 SW Lampson / Euclid - SB Bus Stop Bus Stop
25 NE Buaro / Chapman - WB Bus Stop Bus Stop
26 SE Brookhurst / GG Blvd - EB Bus Stop Bus Stop
27 NE Euclid / Westminster - NB Bus Stop Bus Stop
28 NE Euclid / Trask - NB Bus Stop Bus Stop
29 NE Buaro / Chapman Bus Stop Bus Stop
30 SE Brookhurst / GG Blvd. Bus Stop
31 NE Euclid / Westminster Bus Stop
32 NE Euclid / Trask Bus Stop
33 SW Trask / Harbor - SB Bus Stop Bus Stop

EXHIBIT B4

CITY AND COMMUNITY SERVICES AND DATA
June 28, 2022 Page B4-11 Franchise Agreement, Exhibit B4 City Events List
Event
Name Attendance Frequency Resources Needed from Republic Notes Six (6)
Summer
Concerts
Varies -
Approx. 1-2K
people
Annually
(June/July/Aug)
Dumpsters - The City will need two (2) 3-Yard Dumpsters for Organics and Recyclables for each summer concert event. Republic to drop off at Garden Grove Park.

Cardboard Trash Cans - The City will need twelve (12) Cardboard trash cans; six (6) for Organics and six (6) for Recyclables for each of these events – for a minimum of seventy-two (72) Cardboard trash cans for the six (6) summer concert events.
(1) The number of concerts has varied due to
COVID (e.g., City held only 4 in 2021). Number of
concerts may vary in future.
(2) Will Republic be able to label the Cardboard
trash cans for Organics and Recyclables, so that
public will know how to sort trash.

Winter in
the Grove 5-7K people Annually
(December)
Dumpsters - The City will need two (2) 3-Yard Dumpsters for Organics and Recyclables for this event. Republic to drop off at Garden Village Green Park.

Cardboard Trash Cans - The City will need forty (40) Cardboard trash cans; twenty (20) for Organics and twenty (20) for Recyclables for this annual event.

Open
Streets 10K people Varies - Next:

April 2, 2022
Dumpsters - The City will need three (3) 3-Yard Dumpsters for Refuse, Organics, and Recyclables for this event. Dropoff location to be determined.

Cardboard Trash Cans - Quantity to be determined
The City's goal is to host this event annually, but
frequency may change.

This page intentionally left blank

EXHIBIT C:

PUBLIC EDUCATION AND OUTREACH REQUIREMENTS

EXHIBIT C

PUBLIC EDUCATION AND OUTREACH REQUIREMENTS
June 28, 2022 Page C-1 Franchise Agreement, Exhibit C

1. General Administration
The City has placed the utmost importance on effective public outreach and education in helping residents and businesses fully understand options for, and benefits of, source reduction, reuse, Recycling, and Composting. General provisions for public education and outreach are as follows:

A. Within thirty (30) days of the Effective Date and by December 15 of each following year during the Term of this Agreement, Contractor shall develop and submit an annual public education plan to promote the programs designed by the City and performed by Contractor under this Agreement. Each public education plan shall specify the target audience for services provided, include upcoming promotions for ongoing and known special events, identify program objectives, individual tasks, public education materials to be distributed, opportunities for expanded partnerships, and a timeline for implementation. The City Manager shall be permitted to provide input on each annual public education plan, and the plan shall not be finalized or implemented without approval of the City Manager. Contractor shall meet with the City Manager to present and discuss the plan, review the prior year’s activities (including sponsorships and services provided to City-sponsored events) and determine whether community activities and the provision of services to the City reflect the needs of City staff and the City Council. City Manager shall be allowed up to sixty (60) calendar days after receipt to review and request modifications.

The City Manager may request, and Contractor shall not unreasonably deny, modifications to be completed prior to approving the plan. Contractor shall have up to fifteen (15) Business Days to revise the plan in response to any requested changes by the City Manager. Any further delays may result in Liquidated Damages for failure to perform education and outreach activities as identified in this Exhibit C. Each Business Day that the plan is late shall count as a single occurrence.

B. Upon request from the City Manager, City Manager and Contractor’s Contract Administrator shall meet at least one (1) time per month to discuss services, outreach, and educational campaigns and request changes or adaptations to the annual public education plan.

C. Contractor shall distribute instructional information, public education, and promotional materials in advance of, and following, Commencement of new or modified services. This shall entail, at a minimum, distributing program literature to all Customers at the Commencement of the Agreement as well as to any new Customer during the Agreement Term. Contractor shall use multiple media sources including print, radio television, electronic/social media, and events to notify Customers of the change in their service provider, if applicable, and to highlight new program offerings. Transition and ongoing sector-specific collateral materials shall be distributed.

The Contractor shall submit all draft materials to City Manager for review and approval.

D. All City facilities shall receive any and all public education and outreach materials and services provided to the Commercial sector. Contractor shall provide all printed public education materials to City offices and facilities to have available for the public that visits those facilities and shall replenish the materials as requested by the City Manager.

E. City or Contractor may design bill inserts. Bill inserts designed by Contractor shall be provided to the City Manager or their designee a minimum of sixty (60) prior to publication. The City Manager or their designee shall review bill inserts designed by Contractor; and the Contractor shall

EXHIBIT C

PUBLIC EDUCATION AND OUTREACH REQUIREMENTS
June 28, 2022 Page C-2 Franchise Agreement, Exhibit C
responsible for printing and distributing the billing inserts to all Customers. Contractor shall provide electronic bill inserts (or separate email attachments) to Customers who are billed electronically, and paper bill inserts to Customers who receive paper bills. For Customers receiving electronic bills, Contractor agrees to distribute brochures, newsletters, or other information as attachments to Customer invoices. Electronic bill inserts/attachments must be readily available for the Customer to view upon receipt of the invoice (attachments shall not be provided as links).

Upon City request for billing inserts, Contractor shall comply with such request during its next billing cycle for the targeted Customer group, if specified. Contractor shall perform this service with no additional requirement for compensation.

F. Contractor shall develop a website specific to its operations in the City, with a section specific to City programs and Customers, that will be used to post educational materials for download, highlight program successes, and provide Diversion statistics. The Contractor’s City specific website shall also include links to relevant web pages of the City’s website where further information can be found. Content for the website shall be approved by the City Manager or their designee. Contractor shall review the website at a minimum annually to update information contained on website.

2. Public Education and Outreach Consultant
In the event that City, in its sole discretion, determines that the Contractor fails to fulfill the public education and outreach requirements contained in this Agreement to the City’s satisfaction, or if CalRecycle refers the City to the Jurisdiction Compliance Unit (JCU) for additional enforcement review/action, or if less than ninety percent (90%) of the City's Commercial and Multi-Family Customers subject to the requirements of AB 341 and/or AB 1826 are in compliance with the mandatory requirements for Commercial Recycling and/or Organics by December 31, 2023, the City retains the right to direct Contractor to provide funding for the City to retain a public education and outreach consultant to perform the duties set forth in this Agreement, at no additional cost to the City. The City will notify the Contractor in writing of its intent to procure a public education and outreach consultant. Within thirty (30) days of written notice from the City, Contractor and City shall meet and confer in good faith prior to City retaining a public education and outreach consultant to develop a scope of work, timeline, and projected budget amount for the public education and outreach consultant. Upon one-hundred and twenty (120) days of written notice to the Contractor of the City’s intent for to procure a public education and outreach consultant, the Contractor shall provide funds to the City to retain a public education and outreach consultant of the City’s choosing. The minimum term of the public education and outreach consultant’s contract shall be twelve (12) months and any subsequent contract extensions shall be in increments of twelve (12) months. Upon selection of the public education and outreach consultant by the City, the Contractor shall remit quarterly payments to the City for the cost of the public education and outreach consultant (e.g., if the contract amount were $100,000, the Contractor would remit quarterly payments to the City of $25,000 for the term of the engagement). The City will direct the work efforts of the public education and outreach consultant. During the term of the consultant’s engagement, the Contractor shall cooperate with the consultant to provide Customer service and operations data to the consultant, implement Recycling and Organics programs at Customer sites as requested by the consultant, and to meet with the City and the consultant periodically to assess program progress. The City and the Contractor shall confer annually to assess the City’s outreach/education progress, compliance status, and to determine if the public education and outreach consultant’s contract shall be extended by an additional twelve (12) months.

EXHIBIT C

PUBLIC EDUCATION AND OUTREACH REQUIREMENTS
June 28, 2022 Page C-3 Franchise Agreement, Exhibit C

3. Sector-Specific Activities
The following tables present the public education and outreach activities to be performed by Contractor each Rate Period as minimum requirements under this Agreement. Each Customer faces unique Discarded Materials management opportunities and challenges; therefore, Contractor shall develop targeted, sector-specific educational materials and perform outreach activities as described for each Customer Type.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
June 28, 2022 Page C-4 Franchise Agreement, Exhibit C
Public Education and Outreach | All Sectors
All printed materials also to be posted to the Contractor’s website.

The following general public education and outreach materials shall each be produced for the benefit of all Customer Types that receive Collection service from the Contractor.

Activity Description Distribution/Frequency
Newspaper Advertisement Distribute a newspaper advertisement that explains all programs that will be offered under the new Agreement. Contractor shall also provide articles on Recycling for local newsletters.

One (1) time at beginning of
the Agreement (20-30 days
prior to contract start date).

Annually, as requested
thereafter.

Direct Community Outreach Republic shall conduct school assemblies and promote Recycling through presentations and educational materials to the Chamber of Commerce, homeowner’s associations, construction contractors and other civic groups.

Annually
Website Contractor to prepare a section of its website where it will present Customers with educational and Diversion programs, upcoming outreach events, services, and resources specific to City. Website must include Contractor Customer service contact, material on source reduction of household Solid Waste and relevant legislative requirements.

Updated as mutually agreed
Corrective Action Notices –
“Contamination Tag”
Produce and distribute a Notice for use in instances where the Customer includes prohibited materials in a Container or fails to properly prepare Containers. This form shall also be printed and made available in Korean and Vietnamese languages.

As needed.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
June 28, 2022 Page C-5 Franchise Agreement, Exhibit C
Public Education and Outreach | Single-Family Education and Outreach Activities All printed materials also to be posted to the Contractor’s website.

Activity Description Distribution/Frequency
Initial Mailing Produce and Distribute a City -designed initial mailing to Single -Family Customers, which may include content such as explaining the program changes in the new Agreement; changes from the existing Collection programs to new programs; regulatory requirements, including SB 1383; and, the Effective Date of the change. Contractor shall include its Holiday schedule and the Residential Recycling and expanded services guide.

One (1) time at beginning of
the Agreement (45-60 days
prior to Commencement
Date) via direct mail.

Annual Notice Contractor shall prepare and distribute to each Customer a brochure providing relevant information about Contractor's services, including, at a minimum:
information regarding access to and use of available services; Collection schedules; Holiday Collection schedules; Customer service numbers; procedures to begin and terminate services; and information promoting and explaining available programs, such as Recycling, Organic Materials, Holiday Tree and Bulky Item Collections, the availability of Household Hazardous Waste, U-Waste and E- Waste Collection, and the proper handling and Disposal of such wastes. This brochure shall also be printed and made available in Korean and Vietnamese languages.

One (1) time per year.

Recycling Guide Produce and Distribute a “Recycling guide” specific to Single-Family Customers.

This guide shall include information on Collection methodologies, set out instructions, set out schedule, contact information, and acceptability and necessary preparation of materials for all Single-Family programs described in Exhibit B1. A section of the guide will specifically address proper methods of handling and Disposal of Hazardous Wastes.

Affixed (inside plastic bag, zip-
tied to handle) to every Single-
Family Recyclable Materials
Cart delivered prior to the
Commencement Date, and
thereafter to all new
Customers.

By direct mail annually
thereafter to each Single-
Family Customer

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
June 28, 2022 Page C-6 Franchise Agreement, Exhibit C
Activity Description Distribution/Frequency
Neighborhood Group & HOA
Visits
Upon City request, visit homeowner associations and other neighborhood groups and associations to promote and explain the Recycling programs included in this Agreement.

At City Manager or Customer
request.

Quarterly Newsletter Not less than four (4) times per year during each Rate Period, Contractor shall be responsible for all costs incurred for the production and mailing of the City’s Quarterly Newsletter. The City reserves the right to direct the production of the Quarterly Newsletter to a contractor of the City’s choosing. The Quarterly Newsletter will include information on current regulations, and any additional regulations adopted during the Term of this Agreement and any extensions granted by the City. The Contractor shall be required to coordinate distribution via U.S. Mail of the Quarterly Newsletter with a local mailing house, including furnishing Customer mailing addresses.

Corrective Action Notices Produce and distribute a Single -Family Customer oriented Non -Collection Notice, and Courtesy Pick-Up Notices for use in instances where the Customer includes Prohibited Container Contaminants in a Container or fails to properly prepare or set-out Containers.

As needed.

Seasonal Program Notifications Provide written notification to all Single -Family Customers advertising holiday tree Collections pursuant to Exhibit B1.5 and any other seasonal or periodic program(s). The notification shall inform Customers of the schedule, acceptable and prohibited materials, and set-out requirements for the program.

At least fourteen (14) calendar
days prior to event via direct
mail.

Website Contractor shall prepare a “Single-Family Customer” section of its website where it will present Customers with “how-to” information for participating in Contractor-provided programs, including proper Container setouts, and provide Single-Family Customers with links to click on for additional resources. All other Single-Family educational materials specified in this Section shall be posted on this Section of Contractor’s website in PDF and/or video format. The website shall also publish the current Rates charged to Single-Family Customers within the City.

At least sixty (60) calendar
days prior to Commencement
Date.

Updated no less than
quarterly.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
June 28, 2022 Page C-7 Franchise Agreement, Exhibit C
Activity Description Distribution/Frequency
Mandatory Recycling and
Organics Outreach Activities
Produce and Distribute outreach materials containing information to assist City with outreach compliance for various Applicable Laws related to Mandatory Recycling and Organics including, but not limited to, SB 1383. Can be combined with annual notice requirements and quarterly newsletters.

One (1) time annually

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
June 28, 2022 Page C-8 Franchise Agreement, Exhibit C
Public Education and Outreach | Multi-Family Education and Outreach Activities All printed materials also to be posted to the Contractor’s website.

Description Purpose Distribution/Frequency
New Programs Mailing Produce and Distribute a n initial mailing to all Multi -Family Dwelling Units within City explaining the program changes in the new Agreement; changes from the existing Collection programs to new programs; new regulatory requirements, including SB 1383; and, the Effective Date of the change.

One (1) time at beginning of
the Agreement (45-60 days
prior to Commencement Date)
via direct mail to each Multi-
Family Dwelling Units in City.

Annual Notice Contractor shall prepare and distribute to each Customer a brochure providing relevant information about Contractor's services, including, at a minimum:
information regarding access to and use of available services; Collection schedules; Holiday Collection schedules; Customer service numbers; procedures to begin and terminate services; and information promoting and explaining available programs, such as Recycling, Organic Materials, Holiday Tree and Bulky Item Collections, the availability of Household Hazardous Waste, U-Waste and E-Waste Collection, and the proper handling and Disposal of such wastes. This brochure shall also be printed and made available in Korean and Vietnamese languages.

One (1) time per year.

Recycling Guide Produce and Distribute a “Recycling Guide” specific to Multi-Family Customers, and updated versions of the guide as needed. This guide shall include information such as Collection methodologies, set out instructions, contact information, and acceptability and necessary preparation of materials for all Multi-Family programs described in Exhibit B2. A section of the guide will specifically address proper methods of handling and Disposal of Hazardous Wastes.

One (1) time at beginning of
the Agreement (20-30 days
prior to Commencement Date)
and as needed via direct mail
to each Multi-Family Dwelling
Units in City.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
June 28, 2022 Page C-9 Franchise Agreement, Exhibit C
Description Purpose Distribution/Frequency
Technical Assistance: Diversion
Opportunity Assessments
Offer Diversion opportunity assessments at least one (1) time annually to each and every Multi-Family Customer to meet with the property manager or Owner of Multi-Family Premises to promote Recyclable and Organic Materials Collection.

Offer in -person meetings to
each and every Multi-Family
Customer conducted one (1)
time per year, plus follow-up
meetings with individual
Customers, as needed.

Workshops Offer and respond to requests for on-site meetings and workshops. Contractor shall conduct workshops for Customers (when requested) that will show property managers and residents, in a hands-on interactive format, how to use the Recycling and Organics program and will provide resources for additional information and support.

At Customer’s request.

Website Contractor shall prepare a “Multi-Family Customer” section of its website where it will present “how-to” information for participating in Contractor- provided programs, including proper Container setouts, and provide Multi- Family Customers with links to click on for additional resources. All other Multi- Family educational materials specified in this Exhibit C shall be posted on this section of Contractor’s website in PDF and/or video format. The website shall also publish the current Rates charged to Multi-Family Customers within the City. The website shall also provide property managers of Multi-Family Premises with an opportunity to request “Diversion opportunity assessments,” or additional education materials to provide to tenants.

At least sixty (60) calendar
days prior to Commencement
Date.

Updated no less than
quarterly.

Mandatory Recycling and Organics
Outreach Activities
Contractor shall disseminate outreach materials containing information to assist City with outreach compliance for various Applicable Laws related to Mandatory Recycling and Organics including, but not limited to, AB 341, AB 1826, and SB 1383.

One (1) time annually

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
June 28, 2022 Page C-10 Franchise Agreement, Exhibit C
Description Purpose Distribution/Frequency
Educational Materials for
Employees/Tenants
Contractor shall provide Commercial and Multi -Family property managers/Owners with public education materials, required by SB 1383, for their distribution to all employees, contractors, tenants, and Customers of the property or business. The public education materials shall include, at a minimum, information about Organic Waste recovery requirements and proper sorting of Discarded Materials. Multi-Family property managers/Owners may request these materials more frequently if needed to comply with the SB 1383 requirement to provide information to new tenants before or within fourteen (14) days of occupancy.

One (1) time annually; or more
frequently upon Customer
request.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
June 28, 2022 Page C-11 Franchise Agreement, Exhibit C
Public Education and Outreach | Commercial Education and Outreach Activities All printed materials also to be posted to the Contractor’s website.

Description Purpose Distribution/Frequency
New Programs Mailing Prepare and distribute an initial mailing to all Commercial Customers within the City explaining the program changes in the new Agreement; changes from the existing Collection programs to new programs; and, the Effective Date of the change.

One (1) time at beginning of the
Agreement (45-60 days prior to
Commencement Date) via direct
mail.

Annual Notice Contractor shall prepare and distribute to each Customer a brochure providing relevant information about Contractor's services, including, at a minimum:
information regarding access to and use of available services; Collection schedules; Holiday Collection schedules; Customer service numbers; procedures to begin and terminate services; and information promoting and explaining available programs, such as Recycling, Organic Materials, Holiday Tree and Bulky Item Collections, the availability of Household Hazardous Waste, U-Waste and E- Waste Collection, and the proper handling and Disposal of such wastes. This brochure shall also be printed and made available in Korean and Vietnamese languages.

One (1) time per year.

Recycling Guide Contractor shall produce a “Recycling Guide” specific to Commercial Customers and update the guide as needed. This guide shall include information on Collection methodologies, set out instructions, contact information, and acceptability and necessary preparation of materials for all Commercial programs described in Exhibit B3. A section of the guide will specifically address proper methods of handling and Disposal of Hazardous Wastes.

One (1) time at beginning of the
Agreement (20-30 days prior to
Commencement Date) and as
needed via direct mail.

Distributed during Diversion
opportunity assessments.
“How-to” Flyer: Recyclable
Materials
Prepare and distribute a “how-to” brochure explaining the Recycling Materials Collection programs for each general business type (restaurants, office/Commercial buildings, strip malls, and large Commercial Businesses).

One (1) time at beginning of the
Agreement (20-30 days prior to
contract start date) via direct
mail.

Distributed during Diversion
opportunity assessments.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
June 28, 2022 Page C-12 Franchise Agreement, Exhibit C
Description Purpose Distribution/Frequency
“How-to” Flyer: Organic
Materials
Prepare and distribute a flyer describing the Organic Materials Collection services available and how to prepare Organic Materials for Collection for each general business type (restaurants, office/Commercial buildings, strip malls, and large Commercial Businesses).

One (1) time at beginning of the
Agreement (20-30 days prior to
contract start date) via direct
mail.

Distributed during Diversion
opportunity assessments.

Technical Assistance: Diversion
Opportunity Waste
Assessments
Offer Diversion opportunity assessments at least one (1) time annually to each and every Commercial Customer to promote Recyclable and Organic Materials Collection and replenish Recycling guides and Recycling and Organics posters as needed by each Customer.

Offer one (1) time annually
during in-person meetings with
each and every Commercial
Customer, plus follow-up
meetings with individual
Customers, as required.

Recycling and Organics Posters Produce and distribute (during Diversion opportunity assessments) laminated Recycling and Organics posters that provide graphic illustrations of acceptable and prohibited materials within each program.

Distributed during Diversion
opportunity assessments.

Quarterly Bill Inserts Prepare and distribute quarte rly bill inserts that creatively inform Commercial Customers about such topics as: cost savings available from source reduction, reuse, and Recycling; tips for overcoming common operational challenges businesses have with Recycling and Organics programs; the environmental benefits of buying Recycled-content products and statistics, trends, and facts about programs performed under this Agreement (e.g., Collected, Tonnage, year over year increase/decrease, markets for material Collected, what each material is Recycled into) as appropriate. Contractor’s annual public education plan shall define a theme for each quarterly insert.

One (1) time per quarter via direct
mail to each Commercial
Customer in City.

Corrective Action Notices Produce a Commercial and Mul ti-Family Customer oriented corrective action notice for use in instances where the Customer includes Prohibited Container Contaminants in a Container or fails to properly prepare or set-out Containers.

As needed.

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
June 28, 2022 Page C-13 Franchise Agreement, Exhibit C
Description Purpose Distribution/Frequency
Mandatory Recycling and
Organics Outreach Activities
Contractor shall disseminate outreach materials related to the mandatory nature of Recyclable Materials and Organic Materials Collection services, upon request from City Manager. Such outreach shall be designed to assist the City in complying with the outreach requirements of various Applicable Laws related to the mandatory provision of Recyclable Materials and Organic Materials Collection and Diversion services.

One (1) time annually
Educational Materials for
Employees/Tenants
Contractor shall provide Commercial and Multi -Family property managers/Owners with public education materials, required by SB 1383, for their distribution to all employees, contractors, tenants, and Customers of the property or business. The public education materials shall include, at a minimum, information about Organic Waste recovery requirements and proper sorting of Discarded Materials. Commercial Customers may request these materials more frequently if needed to comply with the SB 1383 requirement to provide information to new tenants before or within fourteen (14) days of occupancy.

One (1) time annually; or more
frequently upon Customer
request. Can be provided
electronically to property or
business.

Commercial Edible Food
Generator Education
Contractor shall provide Customers that are Commercial Edible Food Generators with the following:

1. Information about the City’s Edible Food Recovery program;

2. Information about the Commercial Edible Food Generator requirements under 14 CCR, Division 7, Chapter 12, Article 10;

3. Information about Food Recovery Organizations and Food Recovery Services operating within the City, and where a list of those Food Recovery Organizations and Food Recovery Services can be found; and,

4. Information about actions that Commercial Edible Food Generators can take to prevent the creation of Food Waste
One (1) time annually

EXHIBIT C

PUBLIC EDUCATION & OUTREACH PLAN
June 28, 2022 Page C-14 Franchise Agreement, Exhibit C
Public Education and Outreach | Special Events
All printed materials also to be posted to the Contractor’s website as well as links to teacher resources.

Description Purpose Distribution/Frequency
Event Exhibit Contractor shall staff an exhibit booth and distribute promotional and educational materials at special events. Contractor shall provide visual displays, copies of educational materials (including all guides, flyers, and brochures produced for this Agreement), and Recycling education activities appropriate to a variety of age groups. Display components will be professionally designed and created and shall be scalable to be appropriate for a variety of booth or display configurations. Materials will include those pertaining to the programs provided under this Agreement as well as general information on “green” and/or sustainable behaviors.

All special events listed in Exhibit
B4 of this Agreement.

Other events at City Manager’s
request.

EXHIBIT D:

INITIAL MAXIMUM RATES

EXHIBIT D:

INITIAL MAXIMUM RATES
June 28, 2022 Page D-1 Franchise Agreement, Exhibit D
Following are the Rates for July 1, 2022 through June 30, 2023:

Adjusted GG
Rate Schedule

RESIDENTIAL
Basic Residential Rate for Three Carts 21.23$ 4.60$ 25.83$ 35, 64, or 96 Gallon Option
Extra Refuse Container 1.99$ 4.60$ 6.59$ Extra Yard Waste Container - Above One 2.25$ -$ 2.25$ Extra Recycle Container - Above One 2.25$ -$ 2.25$ Disabled/Low Income Senior 65+ Residential 15.46$ 4.60$ 20.06$ 64 or 96 Gallon Option
Non-Schedule Collection / Call Back 42.13$ -$ 42.13$ Additional Requests After 3 Pick-Ups/Year 53.41$ -$ 53.41$ Per Item Charge - After 10 Items 8.22$ -$ 8.22$ Containers Exchanged in Excess of One time per Year 45.99$ -$ 45.99$ Container Replacement - Customer Misuse Each 54.56$ -$ 54.56$ Steam Cleaning of Curbside Carts 26.92$ -$ 26.92$ Republic Kitchen Pail (Customer Pickup only) 11.00$ -$ 11.00$ Organic Materials/Recycling Cart Contamination fee 10.77$ -$ 10.77$ (4th and Subsequent event)
Service
Component
Disposal
Component

EXHIBIT D:

INITIAL MAXIMUM RATES
June 28, 2022 Page D-2 Franchise Agreement, Exhibit D
Adjusted GG
Rate Schedule

COMMERCIAL
Barrel Service For Commercial (max 4 Refuse carts)
96 Gallon Refuse Cart (New Customer) 1x/week 94.42$ 5.58$ 100.00$ 96 Gallon Refuse Cart (Existing Customers Only) 1x/week 27.71$ 5.58$ 33.29$ 96 Gallon Recycling Cart 1x week 75.00$ -$ 75.00$ 96 Gallon Recycling Cart 2x week 157.50$ -$ 157.50$ 96 Gallon Recycling Cart 3x week 232.50$ -$ 232.50$ Commercial Organic Materials Carts (35 or 64 gallon)
Serviced 1x per/week 75.00$ -$ 75.00$ Serviced 2x per/week 157.50$ -$ 157.50$ Serviced 3x per/week 232.50$ -$ 232.50$ Commercial Green Waste Carts (35 or 64 gallon)
Serviced 1x per/week 75.00$ -$ 75.00$ Serviced 2x per/week 157.50$ -$ 157.50$ Serviced 3x per/week 232.50$ -$ 232.50$ Two Yard Recycling Bins
Serviced 1x per/week 97.11$ -$ 97.11$ Serviced 2x per/week 173.43$ -$ 173.43$ Serviced 3x per/week 249.65$ -$ 249.65$ Three Yard Recycling Bins
Serviced 1x per/week 140.49$ -$ 140.49$ Serviced 2x per/week 260.12$ -$ 260.12$ Serviced 3x per/week 379.69$ -$ 379.69$ Serviced 4x per/week 499.26$ -$ 499.26$ Serviced 5x per/week 618.84$ -$ 618.84$ Serviced 6x per/week 790.59$ -$ 790.59$ Extra Pick-up
Two Yard Organic Commercial Bins
Serviced 1x per/week 97.11$ -$ 97.11$ Serviced 2x per/week 173.43$ -$ 173.43$ Serviced 3x per/week 249.65$ -$ 249.65$ Service
Component
Disposal
Component

EXHIBIT D:

INITIAL MAXIMUM RATES
June 28, 2022 Page D-3 Franchise Agreement, Exhibit D
Adjusted GG
Rate Schedule

COMMERCIAL
Two Yard Commercial Refuse Bins
Serviced 1x per/week 178.58$ 18.27$ 196.85$ Serviced 2x per/week 276.61$ 36.54$ 313.15$ Serviced 3x per/week 374.59$ 54.82$ 429.41$ Serviced 4x per/week 472.63$ 73.09$ 545.72$ Serviced 5x per/week 570.62$ 91.36$ 661.98$ Serviced 6x per/week 668.63$ 109.63$ 778.26$ 1st Extra Bin Pick-up 83.16$ 4.22$ 87.38$ Additional Bins @ Same Time 44.53$ 4.22$ 48.75$ Three Yard Commercial Refuse Bins
Serviced 1x per/week 179.57$ 27.41$ 206.98$ Serviced 2x per/week 274.29$ 54.82$ 329.11$ Serviced 3x per/week 369.05$ 82.23$ 451.28$ Serviced 4x per/week 463.73$ 109.63$ 573.36$ Serviced 5x per/week 558.51$ 137.04$ 695.55$ Serviced 6x per/week 653.26$ 164.45$ 817.71$ 1st Extra Bin Pick-up 85.61$ 6.32$ 91.93$ Additional Bins @ Same Time 44.94$ 6.32$ 51.26$ Three Yard Mini-Packer Bins
Serviced 1x per/week 240.89$ 82.24$ 323.13$ Serviced 2x per/week 417.45$ 164.47$ 581.92$ Serviced 3x per/week 594.05$ 246.71$ 840.76$ Serviced 4x per/week 770.58$ 328.94$ 1,099.52$ Serviced 5x per/week 947.18$ 411.18$ 1,358.36$ Serviced 6x per/week 1,123.75$ 493.42$ 1,617.17$ Extra Pick-up 128.86$ 18.97$ 147.83$ Additional Bins @ Same Time 128.86$ 18.97$ 147.83$ Four Yard Commercial Refuse Bins
Serviced 1x per/week 201.03$ 36.56$ 237.59$ Serviced 2x per/week 317.58$ 73.10$ 390.68$ Serviced 3x per/week 434.10$ 109.66$ 543.76$ Serviced 4x per/week 550.71$ 146.20$ 696.91$ Serviced 5x per/week 667.21$ 182.76$ 849.97$ Serviced 6x per/week 783.81$ 219.30$ 1,003.11$ Extra Pick-up 99.25$ 8.44$ 107.69$ Additional Bins @ Same Time 49.96$ 8.96$ 58.92$ Six Yard Commercial Refuse Bins
Serviced 1x per/week 203.24$ 54.83$ 258.07$ Serviced 2x per/week 300.44$ 109.66$ 410.10$ Serviced 3x per/week 397.72$ 164.48$ 562.20$ Serviced 4x per/week 494.91$ 219.30$ 714.21$ Serviced 5x per/week 592.13$ 274.13$ 866.26$ Serviced 6x per/week 689.32$ 328.96$ 1,018.28$ Extra Pick-up 102.08$ 12.65$ 114.73$ Additional Bins @ Same Time 50.53$ 13.44$ 63.97$ Three Yard Temp. Construction Bins
Serviced 1x per/week 201.38$ 27.41$ 228.79$ Serviced 2x per/week 291.65$ 54.83$ 346.48$ Serviced 3x per/week 381.99$ 82.24$ 464.23$ Serviced 4x per/week 472.23$ 109.66$ 581.89$ Serviced 5x per/week 562.63$ 137.06$ 699.69$ Serviced 6x per/week 652.90$ 164.48$ 817.38$ Extra Pick-up 116.77$ 6.32$ 123.09$ Service
Component
Disposal
Component

EXHIBIT D:

INITIAL MAXIMUM RATES
June 28, 2022 Page D-4 Franchise Agreement, Exhibit D
Adjusted GG
Rate Schedule

COMMERCIAL
Pull-out service
Serviced 1x per/week 70.16$ -$ 70.16$ Serviced 2x per/week 140.29$ -$ 140.29$ Serviced 3x per/week 210.44$ -$ 210.44$ Serviced 4x per/week 280.62$ -$ 280.62$ Serviced 5x per/week 350.76$ -$ 350.76$ Serviced 6x per/week 420.89$ -$ 420.89$ Extra Pick-up 70.16$ -$ 70.16$ Additional Bins @ Same Time 70.16$ -$ 70.16$ Other Special Services
Overage Fee per Occurrence 47.98$ -$ 47.98$ Any Bin Size Exchange - In Excess of 1 p/Yr. 99.08$ -$ 99.08$ Special Access Required - Key or Code 13.21$ -$ 13.21$ Relocation Fee 70.61$ -$ 70.61$ Contamination Fees (per Occurrence)
Organic Materials/Recycling Bin Contamination fee 53.85$ -$ 53.85$ Organic Materials/Recycling Cart Contamination fee 10.77$ -$ 10.77$ Commercial Bulky Item Pick-Up - Two Items 60.26$ -$ 60.26$ Additional Item Charge - In Excess of 2 Items 8.03$ -$ 8.03$ Container Steam Cleaning 127.24$ -$ 127.24$ Locking Latch Installation 119.21$ -$ 119.21$ Locking Latch 1x week 2.64$ -$ 2.64$ Redeliver Bins 100.44$ -$ 100.44$ Service
Component
Disposal
Component

EXHIBIT D:

INITIAL MAXIMUM RATES
June 28, 2022 Page D-5 Franchise Agreement, Exhibit D
Adjusted GG
Rate Schedule

SPECIAL SERVICES
Roll-Off Containers (all assume 8 tons unless otherwise noted) Temporary - Three Day Service
40 CY Roll-off Box 488.17$ 182.12$ 670.29$ 15 CY Low Boy 411.49$ 258.80$ 670.29$ 40 CY Yard Waste Roll-off 670.29$ -$ 670.29$ 15 CY Low Boy - Clean Inert 670.29$ -$ 670.29$ Organic Box 452.60$ 523.69$ 976.29$ 3 CY Bin Standard 88.68$ 6.32$ 95.00$ Extra Days - 3 CY Bin 7.74$ -$ 7.74$ Additional Dump of Temp 3 CY Bin 88.68$ 6.32$ 95.00$ 3 CY Bin Non-Profit Rate 83.43$ 6.32$ 89.75$ Permanent - Min. 4 Load per/Month
40 CY Roll-off Box 336.00$ -$ 336.00$ 40 CY Roll-off Compactor 403.20$ -$ 403.20$ Organic Box 336.00$ -$ 336.00$ Organics Compactor Box - 30 CY 403.20$ -$ 403.20$ Per Ton - Refuse 82.97$ 82.97$
Per Ton - Organics 125.00$ 125.00$
Over Weight Surcharge Over 8 Tons
Overweight Refuse 82.97$ 82.97$
Overweight Yard Waste 104.73$ 104.73$
Overweight Clean Inert 104.73$ 104.73$
Overweight Organics 104.73$ 104.73$
Relocation Fee 53.85$ -$ 53.85$ Stand-by Hourly Rate 95.88$ -$ 95.88$ Trip Charge / Dead Run 75.85$ -$ 75.85$ Turn-A-Round Surcharge - Packer Units 12.61$ -$ 12.61$ Saturday Service Per Box 41.53$ -$ 41.53$ Heavy-duty Truck Service - per Load 441.32$ -$ 441.32$ Mandatory Signature Required 6.31$ -$ 6.31$ Temp R/O Extra Day (per Day Charge) 15.34$ -$ 15.34$ Steam Cleaning R/O or Packer >1 p/Yr. 126.11$ -$ 126.11$ Storage Container Mo. Rental / Delivery 104.37$ -$ 104.37$ Storage Container Return ($1.00/mile) + 13.21$ -$ 13.21$ Non-Profit Storage Container Mo. Rental / Delivery 64.78$ -$ 64.78$ Tilt Hopper Monthly Rental 49.18$ -$ 49.18$ Three (3) Yard Bin Monthly Rental 66.04$ -$ 66.04$ Non-Profit Three (3) Yard Bin Monthly Rental 38.89$ -$ 38.89$ Service
Component
Disposal
Component

EXHIBIT D:

INITIAL MAXIMUM RATES
June 28, 2022 Page D-6 Franchise Agreement, Exhibit D
Adjusted GG
Rate Schedule

LEEDS/GREEN BUILDING
30 CY Mixed Refuse/C&D Debris 65% - Haul 401.18$ 182.12$ 583.30$ 15 CY Mixed Inert 65% - Haul 397.47$ 258.80$ 656.27$ 15 CY Clean Concrete/Inert Clean - Haul 385.30$ -$ 385.30$ 30 CY Clean Wood - Haul 529.86$ -$ 529.86$ 30 CY Clean Drywall 529.86$ -$ 529.86$ 30 CY Metal - Haul 92.75$ -$ 92.75$ 30 CY Cardboard 148.40$ -$ 148.40$ Over Weight Surcharge Over 8 Tons
30 CY Mixed Refuse/C&D Debris 65% -$ 47.91$ 47.91$ 15 CY Mixed Inert 65% -$ 47.91$ 47.91$ 15 CY Clean Concrete/Inert -$ 39.26$ 39.26$ 30 CY Clean Wood -$ 39.26$ 39.26$ 30 CY Clean Drywall -$ 39.26$ 39.26$ Adjusted GGD
Other City Services Rate Schedule
Emergency Services Rate Per Hour 145.00$ -$ 145.00$ (One Crew and One Truck)
Service
Component
Disposal
Component

EXHIBIT E:

EXAMPLE RATE ADJUSTMENT FORMULA

EXHIBIT E:

EXAMPLE RATE ADJUSTMENT FORMULA
June 28, 2022 Page E-1 Franchise Agreement, Exhibit E
STEP 1: Calculate the annual average change in GTCI.

Series pulled from:

Series Id:

Series Title:

Area:

Item:

Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Annual 2012 398.880 400.381 401.692 400.913 401.067 402.793 406.243 406.823 407.594 409.495 410.155 410.416 404.704 2013 411.126 411.805 412.305 413.675 414.511 414.802 416.505 417.760 418.357 419.687 421.427 422.237 416.183 2014 422.440 422.483 423.413 425.393 425.242 425.930 426.562 426.771 427.327 427.995 427.808 428.187 425.796 2015 427.734 429.248 429.235 429.807 431.234 430.813 431.229 432.967 433.843 434.829 436.428 436.996 432.030 2016 437.205 438.296 437.699 437.676 438.317 437.858 438.607 439.358 439.707 440.311 443.343 444.745 439.427 2017 446.266 447.699 446.987 447.129 447.272 448.046 448.328 448.717 449.008 452.196 453.820 453.596 449.089 2018 453.354 454.915 455.230 458.722 462.887 465.041 465.579 470.457 471.026 472.535 486.650 485.935 466.861 2019 475.687 477.474 478.569 479.449 480.865 480.984 482.138 483.987 484.346 486.133 486.485 486.708 481.902 2020 491.003 494.429 495.288 494.432 494.946 496.679 498.564 500.882 501.756 503.315 504.970 508.190 498.705 2021 512.722 517.270 518.505 518.579 516.440 517.202 521.185 524.408 529.934 530.114 529.053 532.538 522.329 2022 533.078 538.313 540.719 542.564 544.546
STEP 2: Calculate the increase to the Service and Disposal Components Service Component Calculation (GTCI - CUUR0000SEHG02)*_ Disposal Component (Based on Actuals) 498.705 2021 Annual 12 - Month Average ending December 2021 36.09 $ 2021 Orange County Landfill Charge 522.3292022 Annual 12 - Month Average ending December 2022 38.34$ 2022 Orange County Landfill Charge

23.624 Difference 2.25 $ Difference

4.74% Resulting Net Annual Adjustment 6.23% Resulting Landfill Adjustment STEP 3: Apply increases to components as noted in Exhibit D.

Adjustments to Service Fee Components
Adjustments to Disposal Fee Components
The Disposal Components listed in Exhibit D will be increased by the change in the per ton tipping fee at the Orange County Landfill.

The Service Components of each rate shall be adjusted by the change calculated in the average annual index for the 12 months ended December of the most recent calendar year prior to the Adjustment Date and the average annual index for the 12 months ended December of the previous year.

Series pulled from: https://beta.bls.gov/dataViewer/view/timeseries/CUUR0000SEHG02 Garbage and trash collection in U.S. city average, all urban consumers, not seasonally adjusted Series with Annual Average can be pulled from: https://www.bls.gov/data/# *As further described in Section 8.4 of the Agreement, the GTCI Adjustment shall not exceed six percent (6%) for the July 1, 2023 adjustment. Notwithstanding the foregoing, the GTCI Adjustment shall not exceed five percent (5%) in any given year starting with the adjustment effective July 1, 2024 and all years thereafter.

U.S. city average
Garbage and trash collection
CPI for All Urban Consumers (CPI-U)
Original Data Value
CUUR0000SEHG02
Not Seasonally Adjusted

D
This page intentionally left blank

EXHIBIT F:

REPORTING REQUIREMENTS

EXHIBIT F

REPORTING REQUIREMENTS
June 28, 2022 Page F-1 Franchise Agreement, Exhibit F
Records shall be maintained in forms and by methods that facilitate flexible use of data contained in them to structure reports, as needed. Reports are intended to compile recorded data into useful forms of information that can be used to, among other things:

1. Determine and set Rates and evaluate the financial efficacy of operations.

2. Evaluate past and expected progress towards achieving the Contractor’s Diversion goals and objectives.

3. Provide concise and comprehensive program information and metrics for use in fulfilling reporting requirements under Applicable Law.

4. Determine needs for adjustment to programs.

5. Evaluate Customer service and Complaints.

6. Determine Customer compliance with AB 341, SB 1383, and any subsequent State-mandated Recycling requirements.

1. Monthly Report Content
Monthly reports shall be submitted by Contractor to the City and shall include the following information pertaining to the most recently-completed calendar month. In addition, each monthly report shall include a year-to-date summary page that includes the data submitted from the monthly report(s) submitted in the calendar year prior to the submittal of the current monthly report. Contractor shall report the information included in the following Subsections.

A. Tonnage Report.

1. Tonnage delivered to each Approved Facility by Customer Type, subtotaling and clearly identifying those Tons that are Diverted and those that are Disposed.

2. E-Waste, U-Waste, and Bulky Items Collected by Customer Type.

3. Solid Waste Tonnage Disposed.

4. Recyclable Materials Tonnage Marketed (by commodity and including average commodity value for each) and Processing Residue Tonnage Disposed.

5. Bulky Items and Reusable Materials Tonnage Marketed and Tonnage Disposed from non- Divertible materials and Processing Residue.

6. Monthly Diversion rate by Customer Type and in aggregate for all Customer Types under this Agreement.

B. Diversion Report. Contractor shall report the Diversion level for each month and the cumulative year-to-date Diversion Level, where Diversion level shall be calculated as: (Discarded Materials Collected – Solid Waste Collected – Processing Residue Disposed) / Discarded Materials Collected.

C. Revenue Report. Provide a statement detailing Gross Receipts from all operations conducted or permitted pursuant to this Agreement as required by Section 7.1.